AUTHORIZATION; NON-CONTRAVENTION; APPROVALS Sample Clauses

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Seller has the full legal right, power and authority to enter into this Agreement and to consummate the sale of the Business and the other transactions contemplated hereby. Seller has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement have been approved by the Board of Directors of Seller. This Agreement has been duly and validly executed and delivered by Seller, and, assuming the due authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (b) The execution and delivery of this Agreement by Seller does not, and the consummation by Seller of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Transferred Assets under any of the terms, conditions or provisions of (i) the organizational documents of Seller, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Seller or the Business or (iii) any agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which Seller is now a party related to the Business, excluding from the foregoing clauses (ii) and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the Business, subject to the consent of the lessor of the premises (the “Premises”) where the Business is conducted and Purchaser shall be responsible for obtaining such consent. No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, other than such declaratio...

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Purchaser has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been approved by the board of directors of Purchaser. No additional corporate proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and the consummation by Purchaser of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser, and, assuming the due authorization, execution and delivery by the Company and the Stockholder, constitutes valid and binding agreements of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of this Agreement by Purchaser do not, and the consummation by Purchaser of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-Laws of Purchaser, (ii) any Law applicable to Purchaser or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Purchaser is now a party or by which Purchaser or any of its properties or assets may be bound or affected. (c) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta and Newco has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta and Newco and Quanta, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta and Newco, and, assuming the due authorization, execution and delivery by each Company and the Stockholders, constitutes valid and binding agreements of Quanta and Newco, enforceable against Quanta and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by Quanta and Newco do not, and the consummation by Quanta and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By- Laws of Quanta or Newco, (ii) any Law applicable to either Quanta or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta or Newco is now a party or by which either Quanta or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Quanta and Newco or the consummation by Quanta and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of U.S. Concrete and Newco, enforceable against U.S. Concrete and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco do not, and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-Laws of U.S. Concrete or Newco, (ii) any Law applicable to either U.S. Concrete or Newco or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco is now a party or by which either U.S. Concrete or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco or the consummation by U.S. Concrete and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Buyer has the requisite power and authority to enter into this Agreement and to effect the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been approved by all requisite corporate or limited partnership action, as applicable, of Buyer. This Agreement has been duly and validly executed and delivered by Buyer, and, assuming the due authorization, execution and delivery by Seller, constitutes a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as that enforceability may be subject to (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) The execution and delivery of this Agreement by Buyer does not, and the consummation by Buyer of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under (i) the certificate of incorporation or by-laws, or certificate of limited partnership or limited partnership agreement, as applicable, of Buyer or (ii) any Law applicable to Buyer (except as contemplated by Section 5.5). ------------ (c) Except as contemplated in Section 5.5, Buyer is not aware of any ----------- consents or approvals of, any applicable Governmental Authority that are necessary for the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated by this Agreement. No consent or approval of any third party other than a Governmental Authority is necessary for the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated by this Agreement.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. Services and Philipp each has all necessary power and authority to enter into this Agreement to perform fully their respective obligations hereunder and to carry out the transactions contemplated hereby. The execution, delivery and performance by Services of this Agreement and the transactions contemplated hereby have been duly authorized by Services by all necessary action. This Agreement has been duly executed and delivered by Services and Philipp, and constitutes a legal, valid and binding obligation of Services and Philipp, enforceable against each of them in accordance with its terms.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite power and authority to enter into this Agreement and to effect the Merger. Each of the Stockholders has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement have been approved by the board of directors of the Company and by each of the Stockholders. No additional corporate proceedings on the part of the Company is necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and each of the Stockholders, and, assuming the due authorization, execution and delivery hereof by Quanta and Newco, constitutes a valid and binding agreement of the Company and each of the Stockholders, enforceable against each of them in accordance with its terms. (b) The execution and delivery of this Agreement by the Company and each of the Stockholders do not, and the consummation by the Company and each of the Stockholders of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of, (i) the Articles of Organization or Bylaws of the Company, (ii) any Laws applicable to the Company or the Stockholders or any of the Company's properties or assets, or (iii) except as set forth in Schedule 5.2, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which any of the Stockholders or the Company is now a party or by which the Company or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and as set forth in Schedule 5.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated ...

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company has the requisite power and authority to enter into this Agreement and to effect the Merger. Each Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement have been approved by the board of directors of the Company and by the Stockholder. No additional corporate proceedings on the part of the Company is necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and the Stockholder, and, assuming the due authorization, execution and delivery hereof by Quanta and Newco, constitutes a valid and binding agreement of the Company and the Stockholder, enforceable against each of them in accordance with its terms. (b) The execution and delivery of this Agreement by the Company and the Stockholder do not, and the consummation by the Company and the Stockholder of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of, (i) the Articles of Incorporation or Bylaws of the Company, (ii) any Laws applicable to the Stockholder or the Company or any of the properties or assets of the Stockholder or the Company, or (iii) except as set forth in Schedule 5.2, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which the Stockholder or the Company is now a party or by which the Company or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and as set forth in Schedule 5.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party is necessary for the execution and delivery of this Agreement by the Company and the Stockholder or the consummation by the Company and the Stockholder of the transactions contemplated hereby. Except as set forth in Schedule...

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each Purchaser has the full legal right, power and authority to enter into this Agreement and to consummate the transactions described herein. The execution, delivery and performance of this Agreement has been approved by the board of directors of each Purchaser. No additional corporate proceedings on the part of any Purchaser are necessary to authorize the execution and delivery of this Agreement and the consummation by any Purchaser of the transactions described herein. This Agreement has been duly and validly executed and delivered by each Purchaser, and, assuming the due authorization, execution and delivery by each Seller, constitutes valid and binding agreements of each Purchaser, enforceable against each Purchaser in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (ii) general equitable principles. (b) The execution and delivery of this Agreement by each Purchaser do not, and the consummation by each Purchaser of the transactions described herein will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under any of the terms, conditions or provisions of (i) the Certificate or Articles of Incorporation or Bylaws of such Purchaser, (ii) any Law applicable to such Purchaser or any of its properties or assets or (iii) any contract, agreement, lease, mortgage, deed of trust, commitment, license, franchise, Permit, authorization or any other instrument or obligation to which such Purchaser is a party.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (1) Such Major Stockholder has the full legal right, power and authority to enter into this Agreement. (2) The execution and delivery of this Agreement by such Major Stockholder does not, and the consummation by such Major Stockholder of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, (a) any Laws applicable to such Major Stockholder, or (b) except as set forth in Schedule 4.27(a), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which such Major Stockholder is now a party. (3) This Agreement has been duly and validly executed and delivered by such Major Stockholder and, assuming the due authorization, execution and delivery hereof by Vital Images and Newco, constitutes a valid and binding agreement of such Major Stockholder, enforceable against such Major Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (4) Except as set forth in Schedule 4.27(a), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party is necessary for the execution and delivery of this Agreement by such Major Stockholder or the consummation by such Major Stockholder of the transactions contemplated hereby.