Authorization; Enforceability; Consents Sample Clauses
Authorization; Enforceability; Consents. (a) The Investor has the corporate or analogous power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby, and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Investor of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or analogous action on its part, and no further approval or authorization is required on its part. This Agreement and the other Transaction Documents, assuming the due authorization, execution and delivery by the other parties hereto and thereto, are valid and binding obligations of the Investor enforceable against it, in accordance with their respective terms, except as the same may be limited by Bankruptcy Exceptions. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
(b) The execution, delivery and performance by the Investor, of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and compliance by it, with any of the provisions hereof and thereof, will not (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Encumbrance upon any of its properties or assets under any of the terms, conditions or provisions of (x) its organizational documents, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which it, is a party or by which it, may be bound, or to which it, or any of its, properties or assets is subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to it, or...
Authorization; Enforceability; Consents. (a) This Agreement, the Escrow Agreement and the other agreements and instruments contemplated by this Agreement or the Escrow Agreement to which the Buyer is a party or a signatory have been duly authorized, executed and delivered by Buyer and constitute the legal, valid and binding obligations of the Buyer enforceable in accordance with their respective terms. All necessary corporate proceedings of the Buyer, other than the approval by the Board of Directors of the Buyer and the approval of Key Trust Company, National Association, as Agent, have been taken to authorize this Agreement, the Escrow Agreement and the other agreements contemplated by this Agreement or the Escrow Agreement and all transactions contemplated hereby and thereby.
(b) Except as specifically set forth on Schedule 6.3 (b), no Consent is required to be obtained by the Buyer or any Affiliate from, and no notice or filing is required to be given by the Buyer or any Affiliate to or made by the Buyer or any Affiliate with, any Governmental Authority or other Person in connection with the execution, delivery and performance by the Buyer of this Agreement and the Escrow Agreement, other than in all cases where the failure to obtain such Consent or to give or make such notice or filing would not, individually or in the aggregate, materially impair the Buyer's ability to effect the Closing.
Authorization; Enforceability; Consents. The execution, --------------------------------------- delivery and performance by the Company of this Agreement and the Note have been duly authorized by all necessary corporate action on the part of the Company. Each of this Agreement and the Note constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to the accuracy of the representations set forth in Article IV hereof, no consent, approval, authorization or order of, or filing or registration with, any federal or state court or governmental or regulatory agency or board is or will be required in connection with the execution and delivery of this Agreement and the Note and the consummation of the transactions contemplated hereby, except (a) the filing of a Notice of Sale of Securities Pursuant to Regulation D or Section 4(6) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and (b) the filing of a copy of such notice with the North Carolina Securities Administrator and/or such other filings as may be required under other applicable state securities or blue sky laws, which filings, if required, will be accomplished in a timely manner promptly after the Effective Date.
Authorization; Enforceability; Consents. (a) This Agreement, the Escrow Agreement and the other agreements and instruments contemplated by this Agreement or the Escrow Agreement to which Buyer is a party or a signatory have been duly authorized, executed and delivered by Buyer and constitute the legal, valid and binding obligations of Buyer enforceable in accordance with their terms. All necessary corporate proceedings of Buyer have been taken to authorize this Agreement, the Escrow Agreement and the other agreements contemplated by this Agreement or the Escrow Agreement and all transactions contemplated hereby and thereby.
(b) Except as specifically set forth on Schedule 6.3(b) or as required by the HSR Act and any other similar laws or regulations, no Consent is required to be obtained by Buyer or any Affiliate from, and no notice or filing is required to be given by Buyer or any Affiliate to or made by Buyer or any Affiliate with, any Governmental Authority or other Person in connection with the execution, delivery and performance by Buyer of this Agreement and the Escrow Agreement, other than in all cases where the failure to obtain such Consent or to give or make such notice or filing would not, individually or in the aggregate, materially impair Buyer's ability to effect the Closing.