Common use of Authorization; No Breach; Valid and Binding Agreement Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Atrium Companies Inc), Stock Purchase Agreement (Best Built Inc)

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Authorization; No Breach; Valid and Binding Agreement. (a) The Company and each of RUSI and XXXX has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement has been duly authorized, executed and delivered by each of the Company, RUSI and XXXX. (b) Except as set forth on the attached AUTHORIZATION SCHEDULEAuthorization Schedule, neither the executionexecution and delivery of this Agreement, delivery and nor the performance of this Agreement by the Company Company, RUSI and XXXX and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action and no will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other corporate proceedings are necessary restriction of any government, governmental agency or court to authorize which the execution, delivery Company or performance any of this Agreement. Except as set forth on its Subsidiaries is subject or any provision of the attached AUTHORIZATION SCHEDULE, charter or bylaws of the execution, delivery and performance Company or any of this Agreement by the Company, the Shareholders and the Optionholders do not its Subsidiaries or (b) conflict with, violate with or result in any material breach of, constitute a material default under, result in a material violation of, result in the acceleration of, result in the creation of any material lien, security interest, charge or encumbrance Lien 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 organizationunder any agreement, 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, mortgagecontract, lease, loan agreementlicense, collective bargaining agreement instrument or other agreement or instrument arrangement to which the Company or any of its Subsidiaries is bound, a party or any law, statute, rule by which it is bound or regulation or order, judgment or decree to which the Company or any of its Subsidiaries assets is subject. None of the foregoing items shall be deemed to be "material" unless the failure to meet the requirements thereof would, individually subject (or result in the aggregate, have imposition or creation of a Material Adverse Effect. This Lien upon or with respect to any of its assets). (c) Assuming that this Agreement has been duly executed and delivered by the Company and constitutes is a legal, valid and binding obligation of Buyer, this Agreement constitutes a valid and binding obligation of each of the Company, RUSI and XXXX, enforceable against it 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 effecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Devry Inc)

Authorization; No Breach; Valid and Binding Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the 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 action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. 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 attached AUTHORIZATION SCHEDULEfailure 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 Company, the Shareholders Company and the Optionholders consummation of the transactions contemplated hereby do not conflict with, violate with or result in any material breach of, constitute a material default under, give rise to any right of termination, cancellation or acceleration under, result in a material violation of, result in the creation of any material lien, security interest, charge or encumbrance Lien upon any material assets of the Company or any of its SubsidiariesSubsidiaries under, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental bodyGovernmental Authority under, 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 ’s or any of its Subsidiary's Certificate Subsidiaries’ operating agreement, certificate or articles of Incorporation incorporation or By-laws bylaws (or equivalent organizational documents) or any material contract, indenture, mortgage, lease, loan agreement, collective bargaining agreement or similar other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or orderLaw, 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 Assuming that this Agreement is 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 Companyother parties hereto, this Agreement constitutes a valid and binding obligation of the Company and the Seller, enforceable against it 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Akumin Inc.)

Authorization; No Breach; Valid and Binding Agreement. (a) Each of the Company and its Subsidiaries has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The Company’s Board of Directors has adopted a resolution approving this Agreement and has directed that this Agreement be submitted to the Company’s stockholders for approval, and except for the approval of the Merger and the adoption of this Agreement by the affirmative vote of the holders of a majority of the aggregate outstanding shares of voting Common Stock, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) Except as set forth on the attached AUTHORIZATION SCHEDULEAuthorization Schedule or where the failure of any of the following to be true would not reasonably be expected to have a Material Adverse Effect, the execution, execution and 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 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 material lien, security interest, charge or encumbrance 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, Governmental Entity under the provisions of the Company's ’s or any of its Subsidiary's Certificate ’s certificate or articles of Incorporation incorporation or By-laws bylaws or equivalent organizational documents 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 boundMaterial Contract, or any law, statute, rule or regulation or order, judgment or decree Law to which the Company or any of its Subsidiaries is subject. None Assuming that this Agreement is a valid and binding obligation of the foregoing items shall be deemed to be "material" unless the failure to meet the requirements thereof wouldPurchaser and Merger Sub, individually or in the aggregate, have a Material Adverse Effect. This 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, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Merger Agreement (Kforce Inc)

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Authorization; No Breach; Valid and Binding Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the The execution, delivery and performance of this Agreement by the Acquired Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Except (i) as set forth on Schedule 3.03, or (ii) where the attached AUTHORIZATION SCHEDULEfailure 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 Company, the Shareholders Acquired Company and the Optionholders consummation of the transactions contemplated hereby do not conflict with, violate 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 material lien, security interest, charge or encumbrance Lien upon any material assets of the Company or any of its SubsidiariesGroup under, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental bodybody under, 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 organizational documents of any Member of the Company Group or any of its Subsidiary's Certificate of Incorporation or By-laws or any material Contract, indenture, mortgage, lease, loan agreement, collective bargaining agreement or similar other agreement or instrument to which any Member of the Company or any of its Subsidiaries Group is bound, or any lawLaw, statute, rule or regulation or order, judgment writ, assessment, decision, injunction, decree, ruling or decree judgment, or other restriction of any Governmental Authority to which the Company or any of its Subsidiaries Group 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 Assuming that this Agreement is 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 Companyother parties, this Agreement constitutes a valid and binding obligation of the Acquired Company and the Seller, enforceable against it 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vectrus, Inc.)

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