Authorization; No Conflict; Consents and Approvals Sample Clauses

Authorization; No Conflict; Consents and Approvals. The execution and delivery by Borrower of this Agreement, the Note and each of the other Loan Documents, Borrower’s performance of its obligations hereunder and under the other Loan Documents and the creation of the security interests and liens provided for in this Agreement and the other Loan Documents to which it is a party (i) have been duly authorized by all requisite action on the part of Borrower, (ii) will not violate any provision of any Legal Requirements, any order of any court or other Governmental Authority, the Organizational Agreement or any indenture or agreement or other instrument to which Borrower is a party or by which Borrower is bound, and (iii) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any Lien of any nature whatsoever upon the Mortgaged Property pursuant to, any such indenture or agreement or material instrument other than the Loan Documents. Other than those obtained or filed on or prior to the Closing Date, Borrower is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority or other agency in connection with or as a condition to the execution, delivery or performance of this Agreement, the Note or the other Loan Documents executed and delivered by Borrower.
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Authorization; No Conflict; Consents and Approvals. (a) Apple has all requisite power and authority to execute and deliver this Agreement and to consummate or to cause the other Apple Entities to consummate, as applicable, the Green Reorganization and the Green Contribution (including taking each action that it and each other Apple Entity is contemplated to take by this Agreement and the Transaction Agreement in connection therewith). The execution and delivery of this Agreement by Apple and the consummation by it and the other Apple Entities of its and their applicable portions of the Green Reorganization and the Green Contribution (and the taking of the other actions contemplated by this Agreement) have been duly authorized by all necessary entity action on the part of Apple and each other applicable Apple Entity and by all necessary action on the part of the holders of Apple’s Equity Interests and on the part of the holders of each other applicable Apple Entity’s Equity Interests. This Agreement has been duly executed and delivered by Apple and assuming that this Agreement constitutes the valid and binding obligation of Sailfish, New Sailfish and Ride, constitutes a valid and binding obligation of Apple enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights.
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Authorization; No Conflict; Consents and Approvals. (a) Each of Sailfish and New Sailfish has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by each of Sailfish and New Sailfish and the performance of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Sailfish. This Agreement has been duly executed and delivered by Sailfish and New Sailfish and assuming that this Agreement constitutes the valid and binding obligation of the Parent Entities, constitutes a valid and binding obligation of Sailfish and New Sailfish enforceable against Sailfish and New Sailfish in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Sailfish Board, at a meeting duly noticed and called and held, by unanimous vote that has not been rescinded, modified or withdrawn, (1) determined that the terms of this Agreement are in the best interests of Sailfish and its stockholders and (2) approved and declared advisable this Agreement. The board of directors of New Sailfish, at a meeting duly noticed and called and held, by unanimous vote that has not been rescinded, modified or withdrawn, (i) determined that the terms of this Agreement are in the best interests of New Sailfish and its stockholders and (ii) approved and declared advisable this Agreement
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Authorization; No Conflict; Consents and Approvals. (a) Each of Sailfish, New Sailfish and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the Sailfish Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by each of Sailfish, New Sailfish and Merger Sub, the performance of its obligations hereunder and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Sailfish, subject to the Sailfish Stockholder Approval. This Agreement has been duly executed and delivered by Sailfish, New Sailfish and Merger Sub and assuming that this Agreement constitutes the valid and binding obligation of the Green Signing Parties, constitutes a valid and binding obligation of Sailfish, New Sailfish and Merger Sub enforceable against Sailfish, New Sailfish and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Sailfish Board, at a meeting duly noticed and called and held, by unanimous vote that (except as permitted by Section 7.05) has not been rescinded, modified or withdrawn, (i) determined that the terms of this Agreement and the Transactions (including the Merger, the Bridge Loan Lender Exchange, the Green Contribution, the Sailfish Debt Exchange and the Green Debt Exchange) are, in each case, in the best interests of, Sailfish and its stockholders, (ii) approved and declared advisable this Agreement and the Transactions (including the Merger, the Bridge Loan Lender Exchange, the Green Contribution, the Sailfish Debt Exchange and the Green Debt Exchange), (iii) directed that this Agreement be submitted to the stockholders of Sailfish for their consideration, and (iv) recommended that the holders of Sailfish Common Stock approve and adopt this Agreement and the Transactions, including the Merger, the Bridge Loan Lender Exchange, the Green Contribution, the Sailfish Debt Exchange and the Green Debt Exchange (such recommendation described in this clause (iv), the “Sailfish Board Recommendation”). The Sailfish Stockholder Approval is the only vote or consent of the holders of any class or ser...
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Authorization; No Conflict; Consents and Approvals. The execution and delivery by Borrower of this Agreement, the Notes, the Deed of Trust and each of the other Loan Documents to which Borrower is a party, Borrower's performance of its obligations hereunder and thereunder and the creation of the security interests and Liens provided for in this Agreement and the other Loan Documents to which Borrower is a party (i) are within the powers of the Borrower and have been duly authorized by all requisite action on the part of the Borrower and on the part of each Member (and no approval or action of Member is required to authorize any such execution, delivery, performance or creation other than as have been obtained), (ii) shall not violate any provision of any Legal Requirements, any order of any court or other Governmental Authority, the certificate of formation or the limited liability company agreement of the Borrower or the organizational documents of any Member, or any indenture, contract, agreement or other instrument to which the Borrower, or any Member is a party or by which the Borrower, any Member, or the Trust Property or any other property, assets or revenues of the Borrower, or any Member is bound, and (iii) shall not be in conflict with, result in an acceleration or a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any Lien of any nature whatsoever (other than those in favor of the Collateral Agent as provided in the Loan Documents) upon any of the property or assets of the Borrower, or any Member pursuant to, any such indenture, contract, material agreement or instrument. Other than those obtained or filed on or prior to the Closing Date copies of which have been furnished to the Syndication Agent, the Borrower and any Member are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority or other agency or any other Person in connection with or as a condition to the execution, delivery or performance of this Agreement, the Notes, the Deed of Trust or the other Loan Documents to which the Borrower is a party.
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Authorization; No Conflict; Consents and Approvals. The execution and delivery by each Borrower and each Guarantor of this Agreement, the Notes, the Guaranty and each of the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages and the Pledge and Security Agreement, the performance by each Borrower and each Guarantor of its/his (as applicable) respective obligations hereunder and thereunder, as applicable, and the creation of the security interests and liens provided for in this Agreement and the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages and the Pledge and Security Agreement (i) have been duly authorized by all requisite action on the part of each Borrower, (ii) will not violate any provision of any Legal Requirements, (iii) will not violate any order of any court or other Governmental Authority, the Organizational Documents or any indenture or agreement or other instrument to which any Borrower is a party or by which any Borrower or any Guarantor is bound, and (iii) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any Lien of any nature whatsoever upon any Property pursuant to, any such indenture or agreement or material instrument other than the Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages and the Pledge and Security Agreement. Other than those obtained or filed on or prior to the Closing Date, neither any Borrower nor any Guarantor is required to obtain any consent, approval or authorization from, or to file declaration or statement with, any Governmental Authority or other agency in connection with or as a condition to the execution, delivery or performance of this Agreement, the Notes or the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages or the Pledge and Security Agreement executed and delivered by any Borrower and/or any Guarantor.
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Related to Authorization; No Conflict; Consents and Approvals

  • No Conflict; Consents and Approvals (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

  • Consents and Approvals; No Conflicts (a) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and the consummation by Parent and each Merger Sub of the transactions contemplated hereby do not and will not require any Consent of, or Filing with, any Governmental Entity, other than (i) the filing with the SEC of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) the filing of a certificate of merger with respect to the Second Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLC, (iv) the Parent Stockholder Approval, (v) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the rules and regulations of the NYSE and (D) the HSR Act, and (vi) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Third Party Consents and Approvals The parties shall have obtained ---------------------------------- all third-party consents and approvals that are necessary for: (a) the consummation of the transactions contemplated by this Agreement and the Other Documents; and (b) the assignment and transfer of the Shares to Purchaser; provided, however, that notwithstanding the foregoing, neither Purchaser nor the Shareholders shall be required to pay any remuneration to third parties in exchange for such party's consent or approval, or to file any lawsuit or other action to obtain any such consent or approval.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

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