Authorization; No Breach; Valid and Binding Agreement Sample Clauses
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Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all requisite corporate or organizational action, and no other proceedings on the part of the Stockholders or the Company are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 3.02 of the Disclosure Schedules, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions does not and will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) any provision of the Acquired Companies’ certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to any Acquired Company; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any (i) Material Contract or (ii) any Permit affecting the properties, assets or business of the Acquired Companies; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of any of the Acquired Companies, except with respect to clauses (a)(ii), (b)(ii) and (c) above, to the extent such conflict, default, breach, violation, acceleration, termination, modification, cancellation or Lien would not be material to the Acquired Companies taken as a whole. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligations of Purchaser and Merger Sub, constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law). No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required b...
Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance by the Purchaser of this Agreement and the Other Agreements, to which it is (or at Closing will be) a party and the consummation of the transactions contemplated hereby and thereby have been (or at Closing will be) duly and validly authorized by all requisite action, and no other company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the Other Agreements. Except as set forth on Schedule 5.02, assuming the accuracy of the representations and warranties set forth in Section 3.03 and 4.01, the execution, delivery and performance of this Agreement or the Other Agreements by the Purchaser and the consummation of the transactions contemplated hereby and thereby do not conflict with or result in any material breach of, constitute a material default under, result in a material violation of, result in the creation of any Lien upon any assets of the Purchaser under, or require any Consent by or Filing with any Governmental Entity under, (i) the provisions of the Purchaser’s Organizational Documents, (ii) any material Contract to which the Purchaser is bound or (iii) any Law to which the Purchaser is subject, except, in the case of clauses (ii) and (iii) above, such conflicts, breaches, defaults, violations, Liens, Consents or Filings as would not have a Purchaser Material Adverse Effect. This Agreement has been duly executed and delivered by the Purchaser and the Other Agreements to which the Purchaser is a party have been, or will be at the Closing, duly executed and delivered by the Purchaser, and assuming that this Agreement is and the Other Agreements will constitute valid and binding obligations of the other parties hereto and thereto, and is duly executed by such other parties, this Agreement constitutes and the Other Agreements will constitute valid and binding obligations of the Purchaser, each enforceable in accordance with its respective terms (subject to applicable Enforceability Limitations).
Authorization; No Breach; Valid and Binding Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action and no other corporate proceedings are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the execution, delivery and performance of this Agreement by the Company, the Shareholders and the Optionholders do not conflict with, violate or result in any material breach of, constitute a material default under, result in a material violation of, result in the creation of any material lien, security interest, charge or encumbrance upon any material assets of the Company or any of its Subsidiaries, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, or employee representative or union or labor organization, or accelerate or otherwise alter the rights of any other party, under the provisions of the Company's or any of its Subsidiary's Certificate of Incorporation or By-laws or any material indenture, mortgage, lease, loan agreement, collective bargaining agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject. None of the foregoing items shall be deemed to be "material" unless the failure to meet the requirements thereof would, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.
Authorization; No Breach; Valid and Binding Agreement. (a) Each of the Companies and Seller has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by each of the Companies and Seller to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance by each of the Companies and Seller of this Agreement. This Agreement has been duly executed and delivered by each of the Companies and Seller, and this Agreement constitutes a legal, valid and binding obligation of each of the Companies and Seller, enforceable against each of the Companies and Seller in accordance with its terms.
(b) Seller has all requisite corporate power and authority to enter into the Transition Support Services Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of the Transition Support Services Agreement and the consummation of the transactions contemplated thereby have been duly and properly taken and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance by Seller of the Transition Support Services Agreement. The Transition Support Services Agreement has been duly executed and delivered by Seller and the Transition Support Services Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
(c) The execution and delivery of this Agreement by each of the Companies and Seller, and of the Transition Support Services Agreement by Seller, does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to any increased, additional, accelerated or guaranteed rights or entitlement of any Person under, or result in the creation of any Security Interest o...
Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Seller and the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Each of the Seller and the Company has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. Except (i) as set forth on Schedule 3.03 or (ii) where the failure of any of the following to be true would not be material to the Business, the execution, delivery and performance of this Agreement by the Seller and the Company and the consummation of the transactions contemplated hereby do not (with or without due notice or lapse of time or both) conflict with or result in any breach of, constitute a default under, give rise to any right of termination, cancellation or acceleration under, result in a violation of, result in the creation of any Lien upon any assets of the Company or any of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority under, the provisions of (x) the Seller’s, the Company’s or any of its Subsidiaries’ operating agreement, certificate or articles of incorporation or bylaws (or equivalent organizational documents), (y) any contract, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which the Seller, the Company or any of its Subsidiaries is bound, or (z) any Law to which the Seller, the Company or any of its Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the other parties hereto, this Agreement constitutes a valid and binding obligation of the Company and the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Seller and US Seller and the consummation by Seller and US Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on their respective parts are necessary to authorize the execution, delivery or performance of this Agreement.
(b) The execution and delivery of this Agreement by Seller and US Seller and the consummation of the transactions contemplated hereby by Seller and US Seller do not and will not (i) violate, conflict with, result in any breach of, or constitute a default under any of the provisions of the certificates of incorporation or bylaws (or equivalent organizational documents) of any Group Company, (ii) violate or result in a breach of or constitute a violation or default under any Material Contract or (iii) violate any Law to which any of the Group Companies is subject, except where the failure of any of the representations and warranties contained in clauses (ii) or (iii) above to be true would not be material.
(c) Assuming that this Agreement is a valid and binding obligation of Purchaser, this Agreement constitutes a valid and binding obligation of Seller and US Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action, and no other limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any material breach of, constitute a material default under, result in a material violation of, give rise to a right of termination under, result in the creation of any material Lien upon any material assets of the Company or its Subsidiaries under, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws or similar organizational documents or any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or its Subsidiaries is bound, or any Law to which the Company or its Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the Purchaser, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by such Transferor or Nominee and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate or company action on the part of such Transferor, and no other corporate or company proceedings on its part are necessary to authorize the execution, delivery or performance by such Transferor of this Agreement. This Agreement has been duly executed and delivered by such Transferor. This Agreement constitutes the legal, valid and binding obligations of such Transferor, enforceable against such Transferor in accordance with its terms.
(b) Except as set forth on Schedule 4.03(b) attached hereto, the execution and delivery of this Agreement by such Transferor or Nominee does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, approval, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to any increased, additional, accelerated or guaranteed rights or entitlement of any Person under, or result in the creation of any Lien on the properties or assets of such Transferor under, any provision of (i) in respect of Vanguard, its Certificate of Formation and Limited Liability Company Agreement, and in respect of each of Colas, Clipper Bulk and Nominee, their respective Memorandum and Articles of Association,
(ii) any Contract to which such Transferor or Nominee is a party or by which any of its properties or assets are bound, or (iii) any judgment, order or decree or statute, law, ordinance, rule or regulation applicable to such Transferor or Nominee or its properties or assets including the Assets.
Authorization; No Breach; Valid and Binding Agreement. (a) ICS has full corporate power and authority to execute and deliver, and enter into, this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement of ICS enforceable against ICS in accordance with its terms, subject to the laws of bankruptcy, insolvency and moratorium and other laws or equitable principles generally affecting creditors’ rights. ICS has obtained approval by its Board of Directors for the execution of this Agreement and the consummation of the transactions contemplated hereby. Other than obtaining the required corporate approval from its Board of Directors, no consent, authorization, order or approval is required in connection with the execution and delivery by ICS of this Agreement.
(c) The execution, delivery, and performance by ICS of this Agreement and the other documents to be executed pursuant to this Agreement will not violate, conflict with, result in any breach of, or constitute a default under (i) ICS’s organizational documents, or (ii) any law or (iii) result in the imposition of any Lien over any assets of ICS.
Authorization; No Breach; Valid and Binding Agreement. (a) The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the Purchaser has duly executed and delivered this Agreement. The execution, delivery and performance by the Purchaser of this Agreement, the Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly approved by all requisite corporate action.
(b) The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with, result in any breach of, or constitute a default under any of the provisions of any of the Purchaser’s organizational documents or (ii) result in a material breach or material violation by the Purchaser of any of the terms, conditions or provisions of any law or regulation to which the Purchaser is subject.
(c) This Agreement is a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms.