Common use of AUTHORIZATION; NON-CONTRAVENTION; APPROVALS Clause in Contracts

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer has the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and required to be entered into and delivered to consummate the Transaction contemplated hereby (the “Transaction Documents”). The execution, delivery and performance of this Agreement has been approved by the board of directors of the Buyer, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholders. No additional corporate proceedings on the part of the Buyer are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize the consummation by the Buyer of the Transaction contemplated hereby shall be consummated prior to the Closing. This Agreement has been duly and validly executed and delivered by the Buyer, and, assuming the due authorization, execution and delivery by the Companies and the Shareholders, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies and the Shareholders, enforceable against the Buyer, in accordance with its terms. Except as provided in Schedule 2.2, the execution and delivery of this Agreement by the Buyer does not, and the consummation by the Buyer of the Transaction 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 properties or assets of the Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (a) the “

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer has the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and agreements required to be entered into and delivered to consummate the Transaction contemplated hereby (the “Transaction Documents”). The execution, delivery and performance of this Agreement has been approved by the board of directors of the Buyer, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholders. No additional corporate proceedings on the part of the Buyer or TLSS are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize Agreement and the consummation by the Buyer and TLSS of the Transaction contemplated hereby shall be consummated prior to the Closinghereby. This Agreement has been duly and validly executed and delivered by the Buyer, and, assuming the due authorization, execution and delivery by the Companies and the ShareholdersCompany, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies and the ShareholdersCompany, enforceable against the Buyer, in accordance with its terms. Except as provided in Schedule 2.2, the execution and delivery of this Agreement by the Buyer does not, and the consummation by the Buyer of the Transaction 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 properties or assets of the Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (ai) the Articles of Incorporation or By-Laws of the Buyer, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Buyer 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 the Buyer is now a party or by which the Buyer or any of its properties or assets may be bound or affected, 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, operations, properties, assets, condition (financial or other), results of operations or prospects of the Buyer (the “Buyer Material Adverse Effect”). 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 the Buyer or the consummation by the Buyer of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Buyer Material Adverse Effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Buyer.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer has and TLSS each have the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and agreements required to be entered into and delivered to consummate the Transaction contemplated hereby (the “Transaction Documents”). The execution, delivery and performance of this Agreement has been approved by the board of directors of the BuyerBuyer and TLSS, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholders. No additional corporate proceedings on the part of the Buyer or TLSS are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize Agreement and the consummation by the Buyer and TLSS of the Transaction contemplated hereby shall be consummated prior to the Closinghereby. This Agreement has been duly and validly executed and delivered by the BuyerBuyer and TLSS, and, assuming the due authorization, execution and delivery by the Companies and the ShareholdersCompany, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies TLSS and the ShareholdersCompany, enforceable against the BuyerBuyer and TLSS, as applicable, in accordance with its terms. Except as provided in Schedule 2.2, the execution and delivery of this Agreement by the Buyer and TLSS does not, and the consummation by the Buyer and TLSS of the Transaction 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 properties or assets of the Buyer or TLSS or any of its their respective subsidiaries under any of the terms, conditions or provisions of (ai) the Articles of Incorporation or By-Laws of the Buyer or TLSS, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Buyer or TLSS or any of their respective 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 the Buyer or TLSS is now a party or by which the Buyer or TLSS or any of their properties or assets may be bound or affected, 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, operations, properties, assets, condition (financial or other), results of operations or prospects of the Buyer or TLSS (the “Buyer Material Adverse Effect”). 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 the Buyer or TLSS or the consummation by the Buyer or TLSS of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Buyer Material Adverse Effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Buyer or TLSS.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer has the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and agreements required to be entered into and delivered to consummate the Transaction contemplated hereby (the “Transaction Documents”). The execution, delivery and performance of this Agreement has been approved by the board of directors of the Buyer, and as may be required, approved by the sole shareholder shareholders of the Buyer, TLSS and as may be required TLSS’s shareholders. No additional corporate proceedings on the part of the Buyer are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize Agreement and the consummation by the Buyer of the Transaction contemplated hereby shall be consummated prior to the Closinghereby. This Agreement has been duly and validly executed and delivered by the Buyer, and, assuming the due authorization, execution and delivery by the Companies and the ShareholdersCompany, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies Buyer and the ShareholdersCompany, enforceable against the Buyer, Buyer in accordance with its terms. Except as provided in Schedule 2.2, the execution and delivery of this Agreement by the Buyer does do not, and the consummation by the Buyer of the Transaction 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 properties or assets of the Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (ai) the Articles of Incorporation or By-Laws of the Buyer, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Buyer 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 the Buyer is now a party or by which the Buyer or any of its properties or assets may be bound or affected, 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, operations, properties, assets, condition (financial or other), results of operations or prospects of the Buyer (the “Buyer Material Adverse Effect”). 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 the Buyer or the consummation by the Buyer of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Buyer Material Adverse Effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Buyer.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Buyer has Company and the Shareholder have the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and agreements required to be entered into and delivered to consummate the Transaction transactions contemplated hereby (the “Transaction Documents”)hereby. The execution, delivery and performance of this Agreement has been approved by the board of directors Shareholder of the Buyer, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholdersCompany. No additional corporate proceedings on the part of the Buyer Company are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize Agreement and the consummation by the Company and the Buyer of the Transaction Transactions contemplated hereby shall be consummated prior to the Closinghereby. This Agreement has been duly and validly executed and delivered by the BuyerCompany, and, assuming the due authorization, execution and delivery by the Companies Company and the ShareholdersShareholder, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies Company and the ShareholdersShareholder, enforceable against the Buyer, Company and the Shareholder in accordance with its terms. Except as provided in Schedule 2.2, the The execution and delivery of this Agreement by the Buyer Company and the Shareholder does not, and the consummation by the Buyer Company and the Shareholder of the Transaction 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 properties or assets of the Buyer Company, the Shareholder or any of its the Company’s subsidiaries under any of the terms, conditions or provisions of (ai) the articles of incorporation, the bylaws or any other Charter Documents of the Company, including any amendments thereto, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company 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 the Company is now a party or by which the Company or any of its properties or assets may be bound or affected, 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, operations, properties, assets, condition (financial or other), results of operations or prospects of the Company (the “Company Material Adverse Effect”).

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer Seller has the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and required to be entered into and delivered to consummate the Transaction sale of the Business and the other transactions contemplated hereby (the “Transaction Documents”)hereby. The execution, delivery and performance of this Agreement has have been approved by the board Managing Member of directors of the Buyer, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholdersSeller. No additional corporate proceedings on the part of the Buyer Seller are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize Agreement and the consummation by the Buyer Seller of the Transaction transactions contemplated hereby shall be consummated prior to the Closinghereby. This Agreement has been duly and validly executed and delivered by the BuyerSeller, and, assuming the due authorization, execution and delivery hereof by the Companies and the ShareholdersPurchaser, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies and the ShareholdersSeller, enforceable against the Buyer, Seller in accordance with its terms. Except as provided Managing Member 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. The execution, delivery and performance of this Agreement have been approved by the Managing Member. This Agreement has been duly and validly executed and delivered by Managing Member, and constitutes a valid and binding agreement of Managing Member, enforceable against Managing Member in Schedule 2.2, the accordance with its terms. The execution and delivery of this Agreement by the Buyer Seller does not, and the consummation by the Buyer Seller of the Transaction 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 properties or assets of the Buyer or any of its subsidiaries Assets under any of the terms, conditions or provisions of (ai) 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 any of its properties or assets, 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 or by which Seller or any of its properties or assets may be bound or affected, 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, operations, properties, assets, condition (financial or other), results of operations or prospects of Seller. 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 declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Seller. None of the customer contracts or other material agreements to which Seller is a party requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect following the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer Companies have the full legal right, power and authority to enter into this Agreement, free and clear of any statutory, contractual or other limitations, and to perform their respective obligations under this Agreement. Each Owner has the full legal right, power and authority to enter into this Agreement Agreement, free and all clear of any statutory, contractual or other agreements, certificateslimitations, and required to be entered into and delivered to consummate the Transaction contemplated hereby (the “Transaction Documents”)perform his obligations under this Agreement. The execution, delivery and performance of this Agreement has have been approved by the board of directors of the Buyer, all necessary corporate consents and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholdersOwners. No additional corporate proceedings or other actions on the part of the Buyer Companies or the Owners are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on Agreement and the part consummation of the Buyer necessary to authorize transactions contemplated hereby. If required, the consummation by the Buyer consent of the Transaction contemplated hereby shall be consummated prior to the Closingspouse of each Owner has been obtained. This Agreement has been duly and validly executed and delivered by the BuyerCompanies and the Owners, and, assuming the due authorization, execution and delivery hereof by the Companies and the ShareholdersBuyer, constitutes a legal, valid and binding agreement of the Buyer, TLSS, the Companies and each of the Shareholders, Owners enforceable against the Buyer, each of them in accordance with its terms, subject to limitations on enforcement due to bankruptcy, insolvency, other matters affecting the rights of creditors generally and the discretion of courts as to application of equitable remedies. Except as provided disclosed in Schedule 2.2SCHEDULE 2.4, the execution and delivery of this Agreement by the Buyer does Companies and the Owners do not, and the consummation by the Buyer them of the Transaction 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 against or upon any of the properties or assets of the Buyer Companies, the Subsidiaries or any of its subsidiaries the Owners under any of the terms, conditions or provisions of (a) the “Companies' or the Subsidiaries' constituent documents, (b) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Companies, the Subsidiaries or any of their properties or assets, or (c) 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 the Companies, any of the Subsidiaries or any of the Owners is now a party or by which the Companies, any of the Subsidiaries or any of the Owners or any of their properties or assets, is, or may be, bound or affected. No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority or any third party is necessary for the execution and delivery of this Agreement by the Companies or any Owner or the consummation by it or any of them of the transactions contemplated hereby. Except as set forth on SCHEDULE 2.4, no agreements to which the Companies or the Subsidiaries are a party require notice to, or the consent or approval of, any governmental agency or any third party to any of the transactions contemplated hereby.