Authorization; Conflicts. The execution, delivery and performance by Seller of each of this Agreement, the Seller Xxxx of Sale and the Seller Assignment and Assumption Agreement and the performance of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite limited partnership action and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation the effect of which would be to cause or be reasonably expected to have a material adverse effect on the ability of Seller to perform any of its obligations under this Agreement, the Seller Xxxx of Sale and the Seller Assignment and Assumption Agreement, (2) any order of any Governmental Authority having proper jurisdiction over the Seller Equipment, (3) any provision of the certificate of limited partnership or limited partnership agreement of Seller, or (4) any provision of any indenture, loan agreement or other material agreement to which Seller is a party or by which it or any of its property is or may be bound, except for those releases that will be obtained on the date hereof, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, loan agreement or other material agreement, or (C) result in the creation or imposition of any Lien upon or with respect to the Seller Equipment and the Seller Leases other than the Administrative Agent Liens and the Permitted Liens (as defined in the Loan Agreement).
Authorization; Conflicts. The execution, delivery and performance by Buyer of each of this Agreement and the Seller Assignment and Assumption Agreement and the performance of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite limited liability company action and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation the effect of which would be to cause or be reasonably expected to have a material adverse effect on the ability of Buyer to perform any of its obligations under this Agreement and the Seller Assignment and Assumption Agreement, (2) any order of any Governmental Authority having proper jurisdiction over the Seller Equipment, (3) any provision of the certificate or articles of formation or other organizational documents or operating agreement or limited liability company agreement of Buyer, or (4) any provision of any indenture, loan agreement or other material agreement to which Buyer is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, loan agreement or other material agreement.
Authorization; Conflicts. (a) The execution, delivery and performance by Parent of this Agreement and each Seller Ancillary Agreement to which it is a party (i) are within Parent's limited liability company power and authority, (ii) have been duly authorized by all necessary limited liability company and equity holder actions and proceedings, (iii) do not and will not require the approval or consent of, or any filing with, any Governmental Body, except in connection, or in compliance, with the provisions of the HSR Act and such approvals, consents and filings set forth on Schedule 4.2(a), and (iv) do not and will not (A) conflict with, result in a violation of, or result in a breach of the terms, conditions or provisions of, (B) constitute a default under (whether with or without the passage of time, the giving of notice or both), (C) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon the properties or assets of Seller, the Company or any Subsidiary (or the equity interests in the Company held by Seller or in Seller held by Parent) pursuant to, or (D) give any third party the right to modify, terminate or accelerate any obligation under (x) the Third Amended and Restated Limited Liability Company Agreement of Parent (or similar organizational documents), (y) any Requirements of Law to which Parent or its properties or assets is subject or bound, or (z) any Contract to which Parent or its properties or assets is subject or bound, except, in the case of clauses (y) and (z), for any such conflicts, defaults, creations, rights, violations or requirements that would not, individually or in the aggregate, adversely affect, or reasonably be expected to adversely affect, Seller, the Company and the Subsidiaries, taken as a whole, in any material respect.
(b) The execution, delivery and performance by Seller and the Company of this Agreement and each Seller Ancillary Agreement to which each is a party (i) are within each party's respective limited liability company power and authority, (ii) have been duly authorized by all necessary limited liability company and equity holder actions and proceedings, (iii) do not and will not require the approval or consent of, or any filing with, any Governmental Body, except in connection, or in compliance, with the provisions of the HSR Act and such approvals, consents and filings set forth on Schedule 4.2(b), and (iv) do not and will not (A) conflict with, result in a violation of, or result in a breach of the terms, cond...
Authorization; Conflicts. The execution, delivery and performance by each of Buyer and Guarantor of this Agreement and of each Buyer Ancillary Agreement to which Buyer and/or Guarantor is a party (i) are within Buyer's of Guarantor's (as the case may be) corporate power and authority, (ii) have been duly authorized by all necessary corporate and shareholder actions and proceedings and (iii) do not and will not conflict in any material respect with, or result in any material breach of, any provision of Buyer's Certificate of Incorporation or By-Laws, any material agreement to which Buyer or Guarantor is a party or any Requirements of Law to which or by which Buyer or its assets is subject or bound.
Authorization; Conflicts. The execution, delivery and performance of this Agreement and the Related Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller. This Agreement, and, when executed and delivered by Seller in accordance with the provisions hereof, the Related Agreements, constitutes or will constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, and each document and instrument of Seller contemplated hereby or thereby, when executed and delivered by Seller, in accordance with the provisions hereof, shall be legal, valid and binding upon Seller, and enforceable in accordance with its terms, subject to the exception set forth above. The execution and delivery of this Agreement, the Related Agreements and such documents and instruments do not, and the consummation of the transactions contemplated hereby or thereby will not, violate, contravene or constitute any default under, conflict with or result in the breach of or in the creation of any Lien upon any property of Seller under (i) any provision of Seller's Amended and Restated Articles of Incorporation or By-Laws, (ii) any judgment, order, award, injunction, decree, ruling or, to the knowledge of Seller, regulation, of any court, arbitrator or governmental or regulatory authority binding upon the Purchased Assets or (iii) by the conclusion of Closing, any mortgage, credit facility, lease or other material agreement, contract or instrument to which Seller is a party or that is binding upon the Purchased Assets.
Authorization; Conflicts. The execution, delivery and performance by such Transferor of this Agreement and the performance of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite action and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation the effect of which would be to cause or be reasonably expected to have a material adverse effect on the ability of such Transferor to perform any of its obligations under this Agreement, (2) any order of any governmental authority having proper jurisdiction over such Transferor, (3) any provision of the organizational documents of such Transferor, or (4) any provision of any indenture, loan agreement or other material agreement to which such Transferor is a party or by which it or any of its property is or may be bound, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, loan agreement or other material agreement or (C) result in the creation or imposition of any Lien upon or with respect to the Interests.
Authorization; Conflicts. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of the Transaction Documents, the authorization, sale, issuance and delivery of the Shares (and the Common Stock issuable upon conversion of the Shares) and the performance of the Company's obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing. The Agreement and the other Transaction Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The Shares, when issued in compliance with the provisions of this Agreement and the other applicable Transaction Documents, will be validly issued, fully paid and nonassessable. The Shares issuable upon exercise of the Warrants, and the Common Stock issuable upon conversion of the Shares, have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the other applicable Transaction Documents, will be validly issued, fully paid and nonassessable, and free of any preemptive or similar rights and liens, encumbrances or other adverse claims (other than such preemptive rights, liens, encumbrances or other rights as shall have been waived on or prior to the Closing Date). The Series A Preferred Stock and the Series B Preferred Stock will have the rights, preferences and privileges set forth
Authorization; Conflicts. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of the Transaction Documents, the authorization, sale, issuance and delivery of the Shares and the Warrant (and the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrant) and the performance of the Company's obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing. The Transaction Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and free of any preemptive or similar
Authorization; Conflicts. The execution, delivery and performance by the Company of this Agreement and the Voting Agreement has been duly authorized by all necessary corporate action on the part of the Company. Except as set forth on Schedule 4.2 hereto: (a) the Company is not in violation or default of any provision of (i) its Certificate of Incorporation or By-laws, or (ii) any material contract, agreement, obligation, commitment, license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company is a party or any of its assets are bound; (b) the execution, delivery and performance of this Agreement, the Voting Agreement and the other agreements required to consummate the transactions contemplated hereunder and thereunder will not conflict with or, with or without notice or the lapse of time, result in any default or in any modification of any provision of the Company’s Certificate of Incorporation or By-laws (except for modifications necessary to reflect the terms of this Agreement, the Voting Agreement or any other agreement or document required by the terms hereof) or the terms of any contract, agreement, obligation, commitment, license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which any of its assets are bound, or result in the creation of any Lien upon any of the properties or assets of the Company, or result in the loss or adverse modification of any license, permit, franchise, or other authorization granted to, otherwise held by or used by the Company; and (c) the execution, delivery and performance of this Agreement, the Voting Agreement or any other agreement or document required by the terms hereof by the Company will not violate any judgment, decree, order, statute, rule or regulation of any federal, state or local government or agency having jurisdiction over the Company or any of the Company’s assets.
Authorization; Conflicts. (a) This Agreement and each other Transaction Document have been duly authorized, executed, and delivered by each Seller Party and constitutes a legal, valid, and binding agreement of each Seller Party, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and other similar laws relating to, limiting, or affecting the enforcement of creditors’ rights generally or by the application of equitable principles. Each Seller Party has the full power and authority to enter into the Transaction Documents to which such Seller Party is a party, to carry out its obligations thereunder, and to consummate the transactions contemplated thereby.
(b) The execution, delivery, and performance by each Seller Party of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of any Law or governmental order applicable to a Seller Party, the Business, or the Purchased Assets; (c) except as listed on Schedule 5.4(b), require the consent, notice, or other action by any Person under, conflict with, result in a violation or breach or default of, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any agreement to which any Seller Party is a party or by which any Seller Party or the Business is bound, or to which any of the Purchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Lien on the Purchased Assets. No consent, approval, or notice to any Governmental Authority is required by or with respect to a Seller Party in connection with the execution and delivery of this Agreement and the other Transaction Documents, or the consummation of any transactions contemplated hereby or thereby.
