Authorization; No Violation. Buyer has full power and authority to --------------------------- execute and deliver this Agreement and the other agreements provided for herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership action on the part of Buyer. This Agreement and other Transaction Agreements have been or will have been when entered into duly executed and delivered by Buyer, and constitute or will constitute when entered into the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as limited by (i) bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicability. The execution, delivery and performance of this Agreement and other Transaction Agreements, and the consummation by Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any material law, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, except for such violations, conflicts, defaults or the like which, individually or in the aggregate, would not reasonably be expected to have a Buyer's Material Adverse Effect.
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Authorization; No Violation. Buyer has full power and authority to --------------------------- execute and deliver this Agreement and the other agreements provided for herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership action on the part of Buyer. This Agreement and other Transaction Agreements have been or will have been when entered into duly executed and delivered by Buyer, and constitute or will constitute when entered into the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as limited by (ia) bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicability. The execution, delivery and performance of this Agreement and the other Transaction AgreementsDocuments to be executed and delivered by it hereunder have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally.
(b) Except as disclosed in Schedule 3.2(b), neither the execution and --------------- delivery of this Agreement or the other Transaction Documents by Seller, nor the consummation by Buyer Seller of the transactions contemplated hereby and or thereby, will notdoes or will, with or without after the giving of notice or the passage lapse of time or bothotherwise, (a) violate the provisions of any material law, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (di) conflict with or with, result in the a breach or termination of any term or provision of, or constitute a default under the articles of incorporation, bylaws or other charter documents of Seller or Sub, (ii) conflict with, violate or result in the creation of any Lien upon the Sub Shares or any of the Transferred Assets under any United States or foreign federal, state or local law, rule or regulation or any court or administrative order, judgment, process or decree, or (iii) result in a breach or violation of, constitute a default under, result in the termination of, or cause any accelerate the performance required by, or result in a right of termination or acceleration under, or cause result in the creation of any lien, charge Lien upon any of the Sub Shares or encumbrance upon the properties or assets of Buyer pursuant toTransferred Assets under, any indenture, mortgage, deed of trust Contract or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, Permit except for such conflicts, breaches, violations, conflictsdefaults, defaults terminations or the like which, accelerations under such Contracts or Permits which individually or in the aggregate, would aggregate could not be reasonably be expected to have a Buyermaterial adverse effect on the Business, the Transferred Assets or Purchaser's Material Adverse Effectability to conduct the Business (directly or indirectly through Sub) after Closing in substantially the same manner as the Business is presently conducted by Seller and Sub.
(c) Neither Seller nor Sub is a party to, or subject to or bound by, any judgment, injunction or decree of any United States or foreign federal, state or local court or governmental authority which may materially restrict or interfere with Seller's performance of this Agreement.
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Authorization; No Violation. Subject to obtaining the Requisite Buyer has full Vote, the Buyer Parties have all requisite corporate power and authority to --------------------------- enter into, deliver and execute this Agreement and deliver each of the Transaction Documents to which the Buyer Parties are a party and to carry out the transactions contemplated hereby and thereby. This Agreement constitutes and when executed and delivered at the Closing, each of the Transaction Documents to which the Buyer Parties are a party when executed and delivered after the date hereof will constitute the legal, valid and binding obligation of the Buyer Parties, enforceable against each of them in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws which affect the enforcement of creditors' rights generally or by equitable principles relating to enforceability). All corporate proceedings and action required to be taken by the Buyer Parties and their respective Boards of Directors relating to the execution, delivery and performance of this Agreement and the other agreements provided for herein, Transaction Documents to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyer, which they are a party and the consummation by Buyer of the transactions contemplated hereby and thereby, thereby shall have been duly authorized taken by all requisite partnership action on the part of Buyer. This Agreement and other Transaction Agreements have been or will have been when entered into duly executed and delivered by Buyer, and constitute or will constitute when entered into the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as limited by (i) bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicabilityClosing. The execution, delivery and performance of this Agreement and Transaction Documents to which the Buyer Parties are a party and any other Transaction Agreements, and agreement or document necessary to the consummation by Buyer of the transactions contemplated hereby and thereby, will notnot (i) conflict with or violate any provision of the Articles or Certificates of Incorporation or Bylaws of the Buyer Parties, (ii) with or without the giving of notice or the passage of time time, or both, (a) violate the provisions of any material law, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the a breach of, or termination of any term violate, or provision ofbe in conflict with, or constitute a default under, or permit the termination of, or cause any or permit acceleration under, any material contract or cause instrument or any debt or obligation to which any of the creation Buyer Parties are a party or subject, however, to Buyer obtaining the consent of its lenders which will be obtained in connection with the Closing, or (iii) violate any law, rule or regulation or any order, judgment, decree or award of any liencourt, charge governmental authority or encumbrance upon arbitrator to or by which any of the properties Buyer Parties are subject or assets of Buyer pursuant bound. Except as set forth on Schedule 10.3, no consent, approval or authorization of, or declaration, filing or registration with, or notice to, any indenturegovernmental or regulatory authority or any other third party is required to be obtained or made by the Buyer Parties in connection with the execution, mortgage, deed delivery and performance of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, except for such violations, conflicts, defaults this Agreement or the like which, individually Transaction Documents or in the aggregate, would not reasonably be expected to have a Buyer's Material Adverse Effectconsummation of the transactions contemplated hereby and thereby.
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Authorization; No Violation. Buyer The Investor has full power and --------------------------- authority to --------------------------- execute and deliver this Agreement and the other agreements provided for in Section 4 herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyerthe Investor, and the consummation by Buyer the Investor of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite partnership action on the part of Buyerthe Investor. This Agreement and other Transaction Agreements have has been or will have been when entered into duly executed and delivered by Buyerthe Investor, and constitute constitutes or will constitute when entered into the valid and legally binding obligations obligation of Buyerthe Investor, enforceable against Buyer the Investor in accordance with their respective its terms, except as such enforceability is limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicability. The execution, delivery and performance of this Agreement and other Transaction AgreementsAgreement, and the consummation by Buyer the Investor of the transactions contemplated hereby and therebyhereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any material law, rule or regulation applicable to Buyerthe Investor; (b) violate the provisions of Buyerthe Investor's Agreement of Limited Partnershipgoverning documents; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitratorarbitrator applicable to the Investor; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer the Investor pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer the Investor is or may be bound, except for such violations, conflicts, breaches, defaults or the like which, individually or in the aggregate, would not reasonably be expected to have a Buyermaterial adverse effect on the assets, business operations, financial condition or results of operations of the Investor, taken as a whole ("Investor's Material Adverse Effect").
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Authorization; No Violation. Buyer has full power and authority to --------------------------- execute and deliver this Agreement and the other agreements provided for herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership action on the part of Buyer. This Agreement and each other Transaction Agreements Agreement have been or will have been when entered into duly executed and delivered by Buyer, and constitute or will constitute when entered into the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as limited by (i) bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicability. The execution, delivery and performance of this Agreement and each other Transaction AgreementsAgreement, and the consummation by Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any material law, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, except for such violations, conflicts, defaults or the like which, individually or in the aggregate, would not reasonably be expected to have a Buyer's Material Adverse Effect.
Appears in 1 contract
Authorization; No Violation. Buyer has full power and authority to --------------------------- execute and deliver this Agreement and the other agreements provided for herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership action on the part of Buyer. This Agreement and other Transaction Agreements have been or will have been when entered into duly executed and delivered by Buyer, and constitute or will constitute when entered into the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as limited by (i) bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicability. The execution, delivery and performance of this Agreement and other Transaction Agreements, and the consummation by Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any material law, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, except for such violations, conflicts, defaults or the like which, individually or in the aggregate, would not reasonably be expected to have a Buyer's Material Adverse Effect.
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Authorization; No Violation. Buyer Each of TJX and Seller has full corporate power and authority to --------------------------- execute and deliver this Agreement and the other agreements provided for hereinTransaction Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and each other Transaction Agreements Agreement to which it is a party by BuyerTJX and Seller, and the consummation by Buyer TJX and Seller of the all transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership corporate action on the part of BuyerTJX and Seller. This Agreement and all other Transaction Agreements to which TJX or Seller is a party have been been, or will have been when entered into into, duly executed and delivered by Buyereach, and constitute constitute, or will constitute when entered into into, the valid and legally binding obligations of BuyerTJX and Seller, as the case may be, enforceable against Buyer TJX, or Seller in accordance with their respective terms, except as limited by (ix) bankruptcy, insolvency or similar laws affecting creditor's creditors' rights generally and (iiy) equitable principles of general applicability. The execution, delivery and performance by TJX and Seller of this Agreement and the execution, delivery and performance by TJX and Seller of each other Transaction AgreementsAgreement to which each is a party, and the consummation by Buyer TJX and Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any material lawconflict with, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in any violation or breach of, or give rise to the breach right to terminate, accelerate or termination cancel any obligation under, or require the payment of any term or provision offee, or constitute a default underunder (i) any provision of the Certificate of Incorporation or By-laws of TJX or Seller, or cause any acceleration under(ii) except as disclosed in Schedule 2.2, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, and except for such violations, conflicts, defaults violations or the like conflicts which, individually or in the aggregate, would not reasonably be expected to have a Buyer's Material Adverse Effect, any agreement, contract, license, indenture or other instrument to which TJX or Seller is a party or by which any of them or any of their assets are bound or (iii) except for such violations or conflicts which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, any judgment, order, award, writ, decree, statute, law, ordinance, rule or regulation applicable to TJX or Seller or by which any of their assets are bound, or (b) except for such liens, charges or encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, cause the creation of any lien (except as disclosed in Schedule 2.2), charge or encumbrance upon any of the assets of Seller, (c) except as disclosed in Schedule 2.2 require the consent, waiver, approval or authorization of or any filing by any of them with any person or governmental authority (other than the filing of a premerger notification report under the HSR Act and, upon consummation of the transaction contemplated by this Agreement, a Current Report on Form 8-K under the Securities Exchange Act of 1934), other than such failures to obtain consent, waiver approval or authorization or such failures to file which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (d) except as disclosed in Schedule 2.2, result in a loss or adverse modification of any license, permit, certificate, franchise or contract granted to or otherwise held by Seller or CDM which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that no representation or warranty is made as to the transferability of any permit, license or similar right.
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Authorization; No Violation. Buyer has full power (a) The execution and authority to --------------------------- execute and deliver delivery by Purchaser of this Agreement and the other agreements provided for herein, to carry out its obligations and the consummation of all transactions contemplated hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyer, and the consummation by Buyer of the transactions contemplated hereby and therebyPurchaser, have been duly authorized by all requisite partnership corporate action on the part of Buyer. This Purchaser, and this Agreement has been duly and other Transaction Agreements have been or will have been when entered into duly validly executed and delivered by BuyerPurchaser. Assuming the due authorization, execution and delivery of this Agreement by the Company and the other parties hereto, other than Purchaser and, in the case of the other agreements, by the parties thereto, other than Purchaser, this Agreement and each other agreement contemplated hereby to which Purchaser is a party constitute or will constitute when entered into the valid and legally binding obligations of Buyereach of Purchaser, enforceable against Buyer in accordance with their its respective terms, except as limited by (i) applicable bankruptcy, insolvency or similar insolvency, reorganization, moratorium and other laws of general application affecting creditor's enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable principles of general applicability. remedies.
(b) The execution, delivery and performance by Purchaser of this Agreement and other Transaction Agreementsthe agreements provided for herein, and the consummation by Buyer Purchaser of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (ai) violate the provisions of the organizational documents of any material lawPurchaser Entity, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (cii) violate any material judgmentLaws and Regulations applicable to any Purchaser Entity or any of their respective Purchaser Assets, decree(iii) violate, order or award conflict with, result in a breach of any courtprovision of or the loss of any benefit, governmental body constitute a default (or arbitrator; an event which, with notice or (d) conflict with lapse of time, or both, would constitute a default), result in the breach or termination of any term or provision ofa right of termination or cancellation, accelerate the performance required by or constitute a default under, rights or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be boundobligations, except for any such violations, conflicts, defaults conflicts or the like whichbreaches that would not have, individually or in the aggregate, would not reasonably be expected to have a Buyer's Purchaser Material Adverse EffectEffect or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the respective Purchaser Assets of any Purchaser Entity.
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Authorization; No Violation. Buyer has full power and authority to --------------------------- execute and deliver this Agreement and the other agreements provided for herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership action on the part of Buyer. This Agreement and each other Transaction Agreements Agreement have been or will have been when entered into duly executed and delivered by Buyer, and constitute or will constitute when entered into the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as limited by (i) bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicability. The execution, delivery and performance of this Agreement and each other Transaction AgreementsAgreement, and the consummation by Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any material law, rule or regulation applicable to Buyer; (b) violate the provisions of Buyer's Agreement of Limited Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer is or may be bound, except for such violations, conflicts, defaults or the like which, individually or in the aggregate, would not reasonably be expected to have a Buyer's Material Adverse Effect.
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Authorization; No Violation. Buyer The Partnership has full power and --------------------------- authority to --------------------------- execute and deliver this Agreement and the other agreements provided for in Section 4 herein, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery of this Agreement and other Transaction Agreements by Buyerthe Partnership, and the consummation by Buyer the Partnership of the transactions contemplated hereby and thereby(including, without limitation, the Acquisition), have been duly authorized by all requisite partnership action on the part of Buyerthe Partnership. This Agreement and other Transaction Agreements have has been or will have been when entered into duly executed and delivered by Buyerthe Partnership, and constitute constitutes or will constitute when entered into the valid and legally binding obligations obligation of Buyerthe Partnership, enforceable against Buyer the Partnership in accordance with their respective its terms, except as limited by (i) bankruptcy, insolvency or similar laws affecting creditor's rights generally and (ii) equitable principles of general applicability. The execution, delivery and performance of this Agreement and other Transaction AgreementsAgreement, and the consummation by Buyer the Partnership of the transactions contemplated hereby and thereby(including, without limitation, the Acquisition), will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any material law, rule or regulation applicable to Buyerthe Partnership; (b) violate the provisions of Buyer's the Partnership Agreement or the Certificate of Limited Partnership of the Partnership; (c) violate any material judgment, decree, order or award of any court, governmental body or arbitratorarbitrator applicable to the Partnership; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Buyer the Partnership pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which it or its properties is a party or by which Buyer the Partnership is or may be bound, except for such violations, conflicts, breaches, defaults or the like which, individually or in the aggregate, would not reasonably be expected to have a Buyermaterial adverse effect on the consummation of the Acquisition or the assets, business operations, financial condition or results of operations of the Partnership, taken as a whole ("Partnership's Material Adverse Effect").
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