Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by Buyer. Buyer has the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. Neither the execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby will conflict with, result in a breach, default or violation of, or require the consent of a third party under (a) the terms, provisions or conditions of the Certificate of Incorporation or Bylaws of Buyer or (b) to the knowledge of Buyer, any judgment, decree, order, governmental permit, certificate, material agreement, license, law, statute, rule or regulation to which Buyer is a party or is subject, or to which the business, assets or operations of Buyer are subject, except for (i) Customary Post-Closing Consents, and (ii) any conflict, breach, default or violation that is not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect.
Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by Buyer. Except for the approval of Buyer’s Board of Directors and of Buyer’s senior lender(s), Buyer has the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. Assuming the approval of Buyer’s Board of Directors and of its senior lender(s), neitherThe execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. Neither the execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby will conflict with, result in a breach, default or violation of, or require the consent of a third party under (a) the terms, provisions or conditions of the Certificate of Incorporation or Bylaws of Buyer or (b) to the knowledge of Buyer, any judgment, decree or order or any governmental permit, certificate, material agreement, license, law, statute, rule or regulation or any judgment, decree or order to which Buyer is a party or is subject, or to which the business, assets or operations of Buyer are subject, except for (i) Customary Post-Closing Consents and (ii) any conflict, breach, default or violation that would not have, individually or in the aggregate, a Material Adverse Effect. For purposes of this Agreement, the terms "knowledge," "known" or any similar term, as applied to Buyer shall mean the actual knowledge of the executive officers and key operational and management personnel of Buyer or other authorized agents of Buyer (to the extent employees or agents of an affiliate of Buyer) who reviewed information or otherwise performed due diligence in connection with Buyer's assessment and analysis of this transaction.
Authorization of Agreement; No Violation; No Consents. Except as provided in this Section 3.2, NWP has full power and authority to sell the NWP Stock and has the capacity and authority to enter into this agreement and to make the representations, warranties, covenants and agreements made herein. Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated herein will conflict with or result in a breach, default or violation of any agreement, document, instrument, judgment, decree, order, governmental permit, certificate, license, law, statute, rule or regulation by which NWP is bound or affected. Except for compliance with such agreements and necessary filings under the Hart-Scott-Rodino Antitxxxx Xxxxxxxxxxxx Act of 1976 (the "Hart- Scott Act"), no cxxxxxx, xxxice, action, approval or authorization of, or registration, declaration or filing with, any governmental department, commission, agency or other instrumentality or any other person or entity is required to authorize, or its otherwise required in connection with the execution and delivery of this Agreement by NWP or its performance of the terms of this Agreement by NWP or the validity or enforceability of this Agreement against NWP.
Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by TSG2 and TSG2 Management. Each of TSG2 and TSG2 Management has the full partnership power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite partnership action on the part of each of TSG2 and TSG2 Management. Neither the execution and delivery of this Agreement by any LV Foods Owner nor the consummation by the LV Foods Owners of the transactions contemplated hereby (a) will conflict with or result in a breach, default or violation of any judgment, decree or order or any governmental permit, certificate, license, law, statute, rule or regulation or any judgment, decree or order to which any LV Foods Owner is a party or is subject, or to which any LV Foods Owner or any of its or his assets is subject, except for (i) any conflict, breach, default or violation that would not have, individually or in the aggregate, an ASF Material Adverse Effect or (ii) any filings required under the HSR Act or (b) will result in the creation of any lien, charge or other encumbrance on the shares of La Victoria Common Stock owned by LV Foods.
Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by Seller. Seller has the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Seller. Neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby (a) will conflict with or result in a breach, default or violation of (i) the terms, provisions or conditions of the Certificate or Articles of Incorporation or Bylaws of the Current Owners or Company or (ii) any judgment, decree or order or any governmental permit, certificate, license, Law (as hereinafter defined) or any judgment, decree or order to which the Current Owners or Company is a party or is subject, or to which any of the Assets are subject, except for (A) consents and approvals from Governmental Entities (as hereinafter defined) that are customarily obtained after closing in connection with a sale of assets such as the Shares or the transfer of properties such as the Assets (as is contemplated in connection with the Pre-Closing Transactions) (the "Customary Post-Closing Consents") or (b) will result in the creation of any lien, charge or other encumbrance on any of the Assets or Shares.
Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by Sellers. Sellers have the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants
Authorization of Agreement; No Violation; No Consents. The Purchaser has full power and authority to enter into the Documents and to make the representations, warranties, covenants and agreements made herein and therein. Except as expressly provided in this Agreement, neither the execution or delivery of the Documents by the Purchaser nor the consummation of the transactions contemplated herein by the Purchaser (a) will conflict with or result in a breach, default or violation of (i) any of the terms, provisions or conditions of the articles of incorporation or bylaws of the Purchaser or (ii) any agreement, document, instrument, judgment, decree, order, governmental permit, certificate, license, law, statute, rule or regulation to which the Purchaser is a party or to which it is subject, (b) will result in the creation of any lien, charge or other encumbrance on any property or assets of the Purchaser or (c) will require the Purchaser to obtain the consent of any private nongovernmental third party. No consent, action, approval or authorization of, or registration, declaration or filing with, any governmental department, commission, agency or other instrumentality or any other person or entity is required to authorize, or is otherwise required in connection with, the execution and delivery of the Documents by the Purchaser or its performance of the terms hereof by the Purchaser or the validity or enforceability hereof or thereof against the Purchaser. This Agreement and the Documents delivered by the Purchaser pursuant hereto constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms.
Authorization of Agreement; No Violation; No Consents. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to enter into, execute and deliver this Agreement and (to the extent applicable) the Ancillary Agreements, and to make the representations, warranties, covenants and agreements made herein and therein. This Agreement and the Ancillary Agreements executed and delivered on the date hereof have been duly executed and delivered by Parent and Merger Sub. The execution and delivery of any Ancillary Agreements executed and delivered after the date hereof and the consummation of the transactions contemplated hereby and by the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings are necessary to authorize this Agreement and the other Ancillary Agreements to which it is a party or for Parent or Merger Sub to consummate the transactions contemplated hereby and thereby.
Authorization of Agreement; No Violation; No Consents. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement by Buyer and the performance of the transactions contemplated hereby by Buyer have been duly and validly authorized by all corporate action on the part of Buyer. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity, whether in a proceeding in equity or at law.
Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by Tanklage, and Tanklage has the legal capacity to enter into this Agreement and to perform the transactions contemplated hereby. Except as disclosed on Schedule 2.1, neither the execution and delivery of this Agreement by Tanklage nor the consummation by Tanklage of the transactions contemplated hereby (a) will conflict with or result in a breach, default or violation of any judgment, decree or order or any governmental permit, certificate, license, law, statute, rule or regulation or any judgment, decree or order to which Tanklage is a party or is subject, or to which the Company or any of its assets is subject, except for (i) any conflict, breach, default or violation that would not have, individually or in the aggregate, a Company Material Adverse Effect or (ii) any filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") or (b) will result in the creation of any lien, charge or other encumbrance on the Tanklage Shares; provided, however, that no representation or warranty is made with respect to the effect of any contractual obligations set forth in the Stock Purchase Agreement by and between LV Foods and Caroxxx X. Xxxxxxx, xxdividually and as trustee of the Ernexx xxx Caroxxx Xxxxxxx Xxxing Trust u/t/d October 29, 1994 dated as of March 25, 1997, as amended, or any assignment documents delivered pursuant thereto (collectively, the "Caroxxx Xxxxxxx Xxxuments"). For purposes of this Agreement, an occurrence or condition shall have a "Company Material Adverse Effect" if it has a material adverse effect on the financial condition, results of operations or assets of the Company or materially hinders or impedes the consummation of the transactions contemplated by this Agreement. Tanklage is not married, and no person other than Tanklage has any right or interest, whether community, marital or otherwise, in the Tanklage Shares or Trust Interests transferred by Tanklage to ASF, or in Tanklage's rights under this Agreement.
