Common use of Authorization; No Violations Clause in Contracts

Authorization; No Violations. The execution and delivery of this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of Xxxxxx Sub’s obligations hereunder have been duly and validly authorized by the sole member of Merger Sub, do not violate or conflict with the certificate of formation or operating agreement of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, or by which Merger Sub is bound, and require no further limited liability company or member approval on the part of Merger Sub. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the Merger. Subject to the receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx Sub and the performance of Merger Sub’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Merger Sub is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Merger Sub, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.

Authorization; No Violations. (a) The execution Company has full corporate power and delivery of authority to execute, deliver and perform this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder have been duly other documents and validly authorized instruments to be executed and delivered by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equityCompany pursuant hereto. The execution and delivery of this Agreement by Xxxxxx Sub the Company and the performance consummation by the Company of Xxxxxx Sub’s obligations hereunder the transactions contemplated hereby have been duly and validly authorized approved by the sole member Board of Merger Sub, do not violate or conflict with Directors of the certificate of formation or operating agreement of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, or by which Merger Sub is boundCompany, and require no further limited liability company or member approval other corporate action on the part of Merger Sub. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement the Company is necessary to authorize and approve the Merger. Subject to the receipt of the consents or approvals set forth in Schedule 3.4, the Company's execution and delivery of this Agreement or its consummation of the transactions contemplated hereby. This Agreement has been, and when executed and delivered by Xxxxxx Sub the Company, the other documents and instruments to be executed and delivered by the Company will be, duly executed and delivered by the Company, and constitutes, or will constitute valid and legally binding agreements of the Company enforceable in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws generally affecting the rights of creditors and general principles of equity and applicable federal or state laws which may affect the availability of equitable remedies. (b) Except for the requirements of the HSR Act, or except as otherwise disclosed in the Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the performance consummation of Merger Sub’s obligations hereunder do not and the transactions contemplated hereby will not result in not: (i) violate or conflict with any provision of the Articles of Incorporation, By-Laws or other constituent documents of the Company or any Subsidiary, (ii) breach, violate or (whether immediately or with the lapse of time or the giving of notice or both) constitute an event of default under or an event which would give rise to any right of termination, cancellation cancellation, modification, acceleration or acceleration under foreclosure under, or require any material consent of or the giving of any notice to any third party under, any note, bond, indenture, credit facility, mortgage, indenture security agreement, lease, license, franchise, permit or other agreement agreement, instrument or obligation to which the Company or any Subsidiary is a party, or by which Merger Sub is the Company or any Subsidiary, or any of their respective material prop- erties or assets may be bound. This Agreement, when executed and delivered, and subject or give rise to the matters creation of any pledge, lien, claim, charge, security interest or other encumbrance upon the properties or assets of the Company or any Subsidiary, or give rise to the creation of any pledge, lien, claim, charge, security interest or other encumbrance on the Subject Shares except in each case for any matter which would not have a Material Adverse Effect (the term "Material Adverse Effect" when used in this Agreement shall mean having such effect as described in Section 3.4the context of the reference either (i) individually or (ii) in the aggregate when such individual events or circumstances are based on or arise from or are related to the same or substantially similar underlying facts which would have a material adverse effect on the business, will properties or financial condition of the Company and its Subsidiaries taken as a whole), (iii) violate or conflict with any law, statute, rule, regulation, ordinance, code, judgement, order, writ, injunction, decree, determination, award or other requirement of any court or of any governmental body or agency thereof applicable to the Company or any Subsidiary or by which any of their respective properties or assets may be bound, except for any violation or conflict which would not have a validMaterial Adverse Effect, binding and enforceable obligation or (iv) require any registration or filing by the Company, any Subsidiary or any of Merger Subthe Sellers with, subject or any permit, license, exemption, consent, authorization or approval of, or the giving of any notice by the Company, any Subsidiary, or any of the Sellers to, any governmental or regulatory body, agency or authority, except where the failure to applicable bankruptcymake such registration or filing or obtain such permit, insolvencylicense, reorganizationexemption, moratorium consent, authorization or similar laws affecting creditors generally and approval, or to general principles of equitygive such notice would not have a Material Adverse Effect.

Authorization; No Violations. (a) The Company has full corporate power and authority to issue the Shares and to execute, deliver and perform this Agreement, the Note and the Security Agreement to which it is a party. Except as set forth in Schedule 3.2, the issuance of the Shares by the Company and the execution and delivery of this Agreement by Xxxxxx Agreement, the Note and the performance Security Agreement to which it will be a party and the consummation of Parent’s obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized approved by the board Board of directors Directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is boundCompany, and require no further other corporate or stockholder approval action on the part of Parent. Subject the Company is necessary to receipt authorize and approve the issuance of the consents or approvals set forth in Schedule 3.4Shares, the execution and delivery of this Agreement, the Note or the Security Agreement to which it will be a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxx the Company and constitutes, and upon execution and delivery each of the Note and the Security Agreement to which the Company will be a party will constitute, the valid and binding agreement of the Company enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy laws and any other similar laws affecting the rights and remedies of creditors generally and by general principles of equity. (b) Each of Trade-Winds, North Atlantic and New York Testing has full corporate power and authority to execute, deliver and perform the Note and the Security Agreement to which it is a party. The execution and delivery of the Note and the Security Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly approved by the Board of Directors of Trade-Winds, North Atlantic and New York Testing, respectively, and no other corporate action on the part of any of them is necessary to authorize and approve the execution and delivery of the Note or the respective Security Agreement to which is a party or the consummation of the transactions contemplated hereby and thereby. Upon execution and delivery, each of the Note and the Security Agreement to which Trade-Winds, North Atlantic and New York Testing, respectively, is a party will constitute the valid and binding agreement of each of them, respectively, enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy laws and any other similar laws affecting the rights and remedies of creditors generally and by general principles of equity. (c) Except as set forth in Schedule 3.2, the issuance of the Shares and the execution, delivery and performance of Parent’s obligations hereunder do not this Agreement and the Note by the Company and the consummation of the transactions contemplated hereby and thereby will not result in not: (i) violate or conflict with any provision of the Certificate of Incorporation or By-laws of the Company or any Subsidiary; (ii) breach, violate or (whether immediately or with the lapse of time or the giving of notice or both) constitute an event of default under or an event which would give rise to any right of termination, cancellation cancellation, modification, acceleration or acceleration under foreclosure under, or require any material consent of or the giving of any notice to any third party under, any note, bond, surety, indenture, credit facility, mortgage, indenture security agreement, lease, license, franchise, permit or other agreement agreement, instrument or obligation to which the Company or any Subsidiary is a party or by which Parent is the Company or any Subsidiary or any of their respective properties or assets may be bound. This Agreement, when executed and delivered, and subject or give rise to the matters described in Section 3.4, will be a valid, binding and enforceable obligation creation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium any Encumbrance upon the Shares or similar laws affecting creditors generally and to general principles upon the properties or assets of equity. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of Xxxxxx Sub’s obligations hereunder have been duly and validly authorized by the sole member of Merger Sub, do not Company or any Subsidiary; (iii) violate or conflict with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof applicable to the certificate of formation Company or operating agreement of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, Subsidiary or by which Merger Sub is any of their respective properties or assets may be bound; or (iv) require any registration or filing by the Company or any Subsidiary with, and require no further limited liability company or member any permit, license, exemption, consent, authorization or approval on of, or the part giving of Merger Sub. Parentany notice by the Company or any Subsidiary to, in its capacity as sole member of Merger Subany governmental or regulatory body, has approved this Agreement and the Merger. Subject to the receipt of the consents agency or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx Sub and the performance of Merger Sub’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Merger Sub is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Merger Sub, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equityauthority.

Authorization; No Violations. The execution and delivery of this Agreement by Xxxxxx Parent and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.44.4, the execution and delivery of this Agreement by Xxxxxx Parent and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.44.4, will be a valid, binding and enforceable obligation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The execution and delivery of this Agreement by Xxxxxx Merger Sub and the performance of Xxxxxx Merger Sub’s 's obligations hereunder have been duly and validly authorized by the board of directors and sole member stockholder of Merger Sub, do not violate or conflict with the certificate of formation incorporation or operating agreement by-laws of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, or by which Merger Sub is bound, and require no further limited liability company corporate or member stockholder approval on the part of Merger Sub. Parent, in its capacity as sole member stockholder of Merger Sub, has approved this Agreement and the Merger. Subject to the receipt of the consents or approvals set forth in Schedule 3.44.4, the execution and delivery of this Agreement by Xxxxxx Merger Sub and the performance of Merger Sub’s 's obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Merger Sub is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.44.4, will be a valid, binding and enforceable obligation of Merger Sub, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.

Authorization; No Violations. (i) The Company has full corporate power and authority to issue the Shares and to execute, deliver and perform this Agreement, the Note and the Security Agreement to which it is a party. Except as set forth in Schedule 3.2, the issuance of the Shares by the Company and the execution and delivery of this Agreement by Xxxxxx Agreement, the Note and the performance Security Agreement to which it will be a party and the consummation of Parent’s obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized approved by the board Board of directors Directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is boundCompany, and require no further other corporate or stockholder approval action on the part of Parent. Subject the Company is necessary to receipt authorize and approve the issuance of the consents or approvals set forth in Schedule 3.4Shares, the execution and delivery of this Agreement, the Note or the Security Agreement to which it will be a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Xxxxxx the Company and constitutes, and upon execution and delivery each of the Note and the Security Agreement to which the Company will be a party will constitute, the valid and binding agreement of the Company enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy laws and any other similar laws affecting the rights and remedies of creditors generally and by general principles of equity. (ii) Each of Trade-Winds, North Atlantic and New York Testing has full corporate power and authority to execute, deliver and perform the Note and the Security Agreement to which it is a party. The execution and delivery of the Note and the Security Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly approved by the Board of Directors of Trade-Winds, North Atlantic and New York Testing, respectively, and no other corporate action on the part of any of them is necessary to authorize and approve the execution and delivery of the Note or the respective Security Agreement to which is a party or the consummation of the transactions contemplated hereby and thereby. Upon execution and delivery, each of the Note and the Security Agreement to which Trade-Winds, North Atlantic and New York Testing, respectively, is a party will constitute the valid and binding agreement of each of them, respectively, enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy laws and any other similar laws affecting the rights and remedies of creditors generally and by general principles of equity. (iii) Except as set forth in Schedule 3.2, the issuance of the Shares and the execution, delivery and performance of Parent’s obligations hereunder do not this Agreement and the Note by the Company and the consummation of the transactions contemplated hereby and thereby will not result in not: (i) violate or conflict with any provision of the Certificate of Incorporation or By-laws of the Company or any Subsidiary; (ii) breach, violate or (whether immediately or with the lapse of time or the giving of notice or both) constitute an event of default under or an event which would give rise to any right of termination, cancellation cancellation, modification, acceleration or acceleration under foreclosure under, or require any material consent of or the giving of any notice to any third party under, any note, bond, surety, indenture, credit facility, mortgage, indenture security agreement, lease, license, franchise, permit or other agreement agreement, instrument or obligation to which the Company or any Subsidiary is a party or by which Parent is the Company or any Subsidiary or any of their respective properties or assets may be bound. This Agreement, when executed and delivered, and subject or give rise to the matters described in Section 3.4, will be a valid, binding and enforceable obligation creation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium any Encumbrance upon the Shares or similar laws affecting creditors generally and to general principles upon the properties or assets of equity. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of Xxxxxx Sub’s obligations hereunder have been duly and validly authorized by the sole member of Merger Sub, do not Company or any Subsidiary; (iii) violate or conflict with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof applicable to the certificate of formation Company or operating agreement of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, Subsidiary or by which Merger Sub is any of their respective properties or assets may be bound; or (iv) require any registration or filing by the Company or any Subsidiary with, and require no further limited liability company or member any permit, license, exemption, consent, authorization or approval on of, or the part giving of Merger Sub. Parentany notice by the Company or any Subsidiary to, in its capacity as sole member of Merger Subany governmental or regulatory body, has approved this Agreement and the Merger. Subject to the receipt of the consents agency or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx Sub and the performance of Merger Sub’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Merger Sub is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Merger Sub, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equityauthority.

Authorization; No Violations. (a) The execution and delivery of this Agreement by Xxxxxx Parent and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx Parent and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. . (b) The execution and delivery of this Agreement by Xxxxxx Merger Sub and the performance of Xxxxxx Merger Sub’s obligations hereunder have been duly and validly authorized by the sole member of Merger Sub, do not violate or conflict with the certificate of formation or operating agreement of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, or by which Merger Sub is bound, and require no further limited liability company or member approval on the part of Merger Sub. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the Merger. Subject to the receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx Merger Sub and the performance of Merger Sub’s 's obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Merger Sub is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Merger Sub, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.