Authorization; Enforceability; No Conflict Sample Clauses

Authorization; Enforceability; No Conflict. The execution, delivery, and performance of this Agreement by Vivid have been duly authorized by all necessary corporate action. This Agreement constitutes the valid and binding obligation of Vivid, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery, and performance of this Agreement will not, or at Closing shall not, conflict with, or result in the breach or termination of, or constitute a default under, the articles of incorporation or bylaws of Vivid or any agreement, commitment, or instrument, judgment, or decree to which Vivid is a party or by which Vivid or its properties are bound.
Sample 1Sample 2
AutoNDA by SimpleDocs
Authorization; Enforceability; No Conflict. The execution, delivery, and performance of this Agreement by TrueActive has been duly authorized by all necessary corporate action. This Agreement constitutes the valid and binding obligation of TrueActive, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery, and performance of this Agreement will not, or at Closing shall not, conflict with, or result in the breach or termination of, or constitute a default under, the articles of incorporation or bylaws of TrueActive or any agreement, commitment, or instrument, judgment or decree to which TrueActive is a party or by which TrueActive or the properties of TrueActive are bound.
Sample 1Sample 2
Authorization; Enforceability; No Conflict. The execution, delivery, and performance of this Agreement by Nuvotec have been duly authorized by all necessary corporate action. This Agreement constitutes the valid and binding obligation of Nuvotec, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery, and performance of this Agreement will not, or at Closing shall not, conflict with, or result in the breach or termination of, or constitute a default under, the articles of incorporation or bylaws of Nuvotec or any agreement, commitment, or instrument, judgment, or decree to which Nuvotec is a party or by which Nuvotec or its properties are bound.
Sample 1
Authorization; Enforceability; No Conflict. 6.2.1 Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby by Seller have been duly and validly authorized by all necessary corporate action on the part of Seller, and no other corporate action on the part of Seller is necessary to authorize the execution and delivery of this Agreement or the Transaction Documents to which Seller is a party or to consummate the transactions contemplated hereby or thereby by Seller. 6.2.2 This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as enforcement may be limited by the Enforceability Exception. Upon execution and delivery by Seller of the Transaction Documents to which it is a party, such Transaction Documents will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms except as enforcement may be limited by the Enforceability Exception. 6.2.3 Neither the execution or the delivery of this Agreement or the Transaction Documents to which Seller is a party, nor the consummation or performance of any of the transactions contemplated hereby or thereby by Seller will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of any provision of the Certificate of Incorporation or the By-laws of Seller; or (b) contravene or conflict with, or result in a violation of, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or the Transaction Documents or to exercise any remedy or obtain any relief under, any Order to which Seller, or any of the Acquired Assets, may be subject.
Sample 1
Authorization; Enforceability; No Conflict. Each Loan Document to which the Borrower or a Subsidiary Guarantor is a party has been duly authorized by all necessary corporate action on the part of the Borrower or such Subsidiary Guarantor and constitutes a legal, valid and binding obligation of the Borrower or such Subsidiary Guarantor enforceable against the Borrower or such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by the Borrower and each Subsidiary Guarantor of each Loan Document to which it is a party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Borrower or any Subsidiary under, any indenture, mortgage, deed of trust, loan, note purchase or credit agreement, corporate charter or bylaws, or any other Material agreement, lease or instrument to which the Borrower or any Subsidiary is bound or by which the Borrower or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Borrower or any Subsidiary, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Borrower or any Subsidiary.
Sample 1
Authorization; Enforceability; No Conflict. Lxxxxx has all requisite power and authority to enter into and perform this Agreement and to consummate the transaction, and the Agreement has been duly and validly authorized by all action required by law and any other documents to which Lxxxxx is bound. This Agreement and any other documents to be entered into and performed by Lxxxxx have been duly and validly executed and delivered by Lxxxxx and are the legal, valid, and binding obligations of Lxxxxx, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by the availability of certain equitable remedies. The execution, delivery and performance of this Agreement and such other documents by Lxxxxx do not and will not violate or conflict with any law, rule or regulation or any order, writ, injunction or decree of any governmental authority or arbitrator, and do not and will not conflict with, result in a breach of or constitute a default under the provisions of any agreement or instrument to which Lxxxxx is a party or by which Lxxxxx is bound.
Sample 1
Authorization; Enforceability; No Conflict. The execution, delivery, and performance of this Agreement by FoodSafety has been duly authorized by all necessary corporate action. This Agreement constitutes the valid and binding obligation of FoodSafety, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery, and performance of this Agreement will not, or at Closing shall not, conflict with, or result in the breach or termination of, or constitute a default under, the articles of incorporation or bylaws of FoodSafety or any agreement, commitment, or instrument, judgment or decree to which FoodSafety are a party or by which FoodSafety or the properties of FoodSafety are bound.
Sample 1
AutoNDA by SimpleDocs
Authorization; Enforceability; No Conflict. The execution, delivery and performance by each of ADI and the Buyer of this Agreement and each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each of ADI and the Buyer. This Agreement has been, and each of the Transaction Documents to which each of ADI and the Buyer is a party, when executed and delivered by each of ADI and the Buyer, will be, duly and validly executed and delivered by such Party, and this Agreement constitutes, and each Transaction Document to which such Party is a party, when executed and delivered by such Party, will constitute a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution, delivery and performance of this Agreement or the Transaction Documents to which each of ADI and the Buyer is a party, nor the consummation by each of ADI and the Buyer of the transactions contemplated hereby or thereby, nor compliance by each of ADI and the Buyer with any provision hereof or thereof will conflict with any term, condition or provision of (x) the Organizational Documents of such Party, as amended through the date hereof, (y) any Contract to which such Party is a party, or by which such Party or any of its properties, assets or rights may be bound or (z) any Law or Order applicable to such Party or any of its properties, assets or rights, in each case, which conflict would impair in any material respect or prevent the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.
Sample 1

Related to Authorization; Enforceability; No Conflict

  • Authorization; Enforceability The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

  • Due Authorization; Enforceability The Depositor has full power and authority to execute, deliver, and perform this Agreement and the Transaction Documents to which it is a party and to carry out their respective terms. The Depositor has full power and authority to sell and assign the Assets. The execution, delivery, and performance by the Depositor of this Agreement and the Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary action. This Agreement and the Transaction Documents executed by the Depositor have been duly executed and delivered and constitute the valid and legally binding obligations of the Depositor enforceable against the Depositor in accordance with their terms.

  • Due Authorization, Enforceability; etc (i) (A) This Agreement has been duly authorized, executed and delivered by the Lease Indenture Trustee and the Lease Indenture Company, and (B) assuming the due authorization, execution and delivery of this Agreement by each party hereto other than the Lease Indenture Trustee and the Lease Indenture Company, this Agreement constitutes a legal, valid and binding obligation of the Lease Indenture Company and the Lease Indenture Trustee, enforceable against the Lease Indenture Company or the Lease Indenture Trustee, as the case may be, in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity. (ii) (A) Each of the other Operative Documents to which the Lease Indenture Trustee is or will be a party has been or when executed and delivered will be duly authorized, executed and delivered by the Lease Indenture Trustee, and (B) assuming the due authorization, execution and delivery of each of the other Operative Documents by each party thereto other than the Lease Indenture Trustee, each of the other Operative Documents to which the Lease Indenture Trustee is or will be a party constitutes or when executed and delivered will be a legal, valid and binding obligation of the Lease Indenture Trustee, enforceable against the Lease Indenture Trustee in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity.

  • Corporate Authorization; Enforceability The execution, delivery and performance by Seller of this Agreement is within the corporate powers and has been, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

  • Due Execution; Enforceability The Transaction Documents have been or will be duly executed and delivered by Seller, for good and valuable consideration. The Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

  • Authorization and Enforceability This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

  • Due Authorization and Enforceability The Company has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Power, Authorization and Enforceability The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!