AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS Sample Clauses

AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS. If the undersigned is an entity, the undersigned has all requisite limited liability company (or other) power and authority to execute, deliver and perform its obligations under the this Joinder and the Shareholders Agreement and to consummate the transactions contemplated hereby and thereby. If the undersigned is an individual, the undersigned has all requisite capacity to execute, deliver and perform its obligations under this Joinder and the Shareholders Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the undersigned of this Joinder, and the performance by the undersigned of its obligations under this Joinder and the Shareholders Agreement, have been duly and validly authorized by all requisite action on the part of the undersigned and its member(s). This Joinder has been duly executed and delivered by the undersigned. This Joinder and the Shareholders Agreement constitute a valid and binding obligation of such Investor enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law).
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AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS. (a) The Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement, the Purchaser Documents and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement and to perform and consummate the Transaction. This Agreement and the Purchaser Documents, and the performance of its obligations thereunder, have been duly and validly authorized by all requisite limited liability company action on the part of the Purchaser, and this Agreement and the Purchaser Documents have been duly and validly executed and delivered by the Purchaser and constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms and conditions, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Laws affecting creditors’ rights generally or by general principles of equity. (b) The execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Documents, and the consummation by the Purchaser of the Transaction, do not (i) violate any Law applicable to the Purchaser or any of its assets or (ii) conflict with, or result in any breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under or give rise to any right of termination, cancellation or acceleration under any provision of the Purchaser’s certificate of incorporation or any loan or credit agreement to which the Purchaser is a party. The Purchaser neither has been nor is required to give any notice to, or make any filing with, any Governmental Authority, or obtain any Permit, in each case for the valid execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Documents.
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AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS. (a) RMC has all requisite power and authority to execute and deliver each Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Document and to perform and consummate the Transactions. This Agreement and each other Document to which RMC is a party, and the performance of its respective obligations hereunder and thereunder, have been duly and validly authorized by all requisite action on the part of RMC, and each Document to which RMC is a party has been duly and validly executed and delivered by RMC, and is, or upon its execution and delivery will be (assuming the valid authorization, execution and delivery of such Document by the other counterparties thereto), Enforceable against RMC.
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AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS. 1. DAD Group has all requisite power and authority to execute and deliver each Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Document and to perform and consummate its obligations under each such Document. Each Document to which DAD Group is a party, and the performance of its obligations under such Document, have been duly and validly authorized by all requisite action on the part of DAD Group, and each such Document to which such DAD Group is a party has been duly and validly executed and delivered by DAD Group and is, or upon its execution and delivery will be (assuming the valid authorization, execution and delivery of such Document by the counterparties thereto), Enforceable against DAD Group. 2. The execution, delivery and performance by DAD Group of the Documents to which it is a party, and the consummation of the Transactions, will not (i) violate any Law applicable to DAD Group or (ii) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon DAD Group or under any provisions of DAD Group’s Fundamental Documents, any Permit or any other Contracts to which it is a party or by which it or any of its assets is or may be bound, in each case, which would prohibit DAD Group from consummating the Transactions. DAD Group has not been or is not required to give any notice to, or make any filing with, any Governmental Authority or any other Person, or obtain any Permit, in each case, for the valid execution, delivery and performance by DAD Group of the Documents to which it is a party.
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AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS. (a) Each of Sonoco Products, Sonoco Luxco and any other Sonoco Group Person has all requisite power and authority (corporate or otherwise) to execute this Contribution Agreement and each Related Document (collectively, the "TRANSACTION DOCUMENTS") to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such document and to perform and consummate the transactions contemplated hereby and thereby. Each Transaction Document to which Sonoco Products, Sonoco Luxco or any other Sonoco Group Person is a party, and the performance of its respective obligations hereunder and thereunder, has been duly and validly authorized by all requisite action on the part of Sonoco Products, Sonoco Luxco or such other Sonoco Group Person, as applicable, and each such Transaction Document to which Sonoco Products, Sonoco Luxco or such other Sonoco Group Person is a party has been, or upon its execution on the Closing Date will be, duly and validly executed by Sonoco Products, Sonoco Luxco or such other Sonoco Group Person, and constitutes, or upon its execution on the Closing Date will constitute, a valid and legally binding obligation of Sonoco Products, Sonoco Luxco or such other Sonoco Group Person, as applicable, enforceable against Sonoco Products or Sonoco Luxco or such other Sonoco Group Person, as applicable, in accordance with its terms and conditions, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Laws affecting creditors' rights generally or by general principles of equity. (b) The execution and performance by each of Sonoco Products, Sonoco Luxco and any other Sonoco Group Person of each Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (i) violate any Law applicable to Sonoco Products, Sonoco Luxco or such other Sonoco Group Person, or any of the Assets of the Sonoco Group; or (ii) conflict with, or result in any breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon: (x) any of the Assets of the Sonoco Group; or (y) under any provision of: (1) the Transaction Documents, (2) the Charter Documents of Sonoco Products, So...
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Related to AUTHORIZATION, EXECUTION, ENFORCEABILITY AND NO CONFLICTS

  • 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.

  • 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, 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.

  • 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; No Conflicts (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles. (b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby. (c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

  • 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.

  • Authorization and Validity This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

  • Authorization, Validity and Effect of Agreements Seller has the requisite power and authority to enter into the transactions contemplated hereby, to execute and deliver this Agreement and to perform its obligations hereunder. The Special Committee has, by resolutions duly adopted by unanimous vote of its members, (i) determined that (A) the Merger is advisable and in the best interests of Seller and its stockholders (other than the Continuing Stockholders), and (B) the Merger Consideration to be received for outstanding Seller Common Shares and outstanding options and warrants to purchase Seller Common Shares in the Merger is fair to the securityholders of Seller who will be entitled to receive such Merger Consideration (other than the Continuing Stockholders), (ii) recommended that the Seller Board approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and (iii) recommended approval and adoption by the stockholders of Seller of this Agreement and the transactions contemplated hereby. The Seller Board has, by resolutions duly adopted by unanimous vote of its members (other than the Continuing Stockholders), approved and adopted this Agreement, the Merger and the transactions contemplated hereby and has agreed to recommend that the holders of Seller Common Shares approve and adopt this Agreement, the Merger and the transactions contemplated hereby at the Stockholders Meeting (as defined in Section 7.3(e) hereof), which will be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Seller Board has taken such actions and votes as are necessary on its part to render the provisions of Section 203 of the DGCL and all other takeover statutes applicable to Delaware corporations and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. The execution and delivery by Seller of this Agreement and, subject only to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Seller Common Shares, the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby, other than the filing of the Certificate of Merger. This Agreement constitutes the valid and legally binding obligations of Seller enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • 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.

  • 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.

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