Common use of Authorization of Seller Clause in Contracts

Authorization of Seller. Each of Seller and Summit has full power and authority to enter into this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, including, without limitation, the execution and delivery of this Agreement, general conveyances, bills of sale, assignments, and other documents and instruments evidencing the conveyance of the Assets or delivered in accordance with Sections 1.1(b) or 1.3(b) hereunder (the "Closing Documents") and the Related Agreements to which it is a party. Each of Seller and Summit has taken all necessary and appropriate corporate action with respect to the execution and delivery of this Agreement, the Closing Documents, and the Related Agreements to which it is a party. No other corporate or securityholder proceedings or action on the part of Seller or Summit, or their respective securityholders, are necessary to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Related Agreements have been duly executed and delivered by Seller and Summit. This Agreement and the Related Agreements to which it is a party constitute valid and binding obligations of Seller and Summit, enforceable in accordance with their terms: (i) except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally, (ii) except as may be required by the Bulk Sales provisions of applicable state law, and (iii) except as the indemnification provisions contained in this Agreement may be limited by principles of public policy. The execution and delivery of this Agreement and the Related Agreements by Seller and Summit do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles or Certificate of Incorporation or Bylaws of Seller or Summit or (ii) any material mortgage, indenture, lease, contract or other agreement or material instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or Summit or their properties or assets, except where such Conflict would not have a Material Adverse Effect.

Authorization of Seller. Each of Seller and Summit has full power and authority to enter into this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, including, without limitation, the execution and delivery of this Agreement, general conveyances, bills of sale, assignments, and other documents and instruments evidencing the conveyance of the Assets or otherwise delivered in accordance with Sections 1.1(b) or 1.3(b) hereunder (the "“Closing Documents"”) and the Related Agreements to which it is a party. Each of Seller and Summit has taken all necessary and appropriate corporate (including stockholder) action with respect to the execution and delivery of this Agreement, the Closing Documents, and the Related Agreements to which it is a party. No other corporate or securityholder stockholder proceedings or action on the part of Seller or Summit, or their respective securityholders, its stockholders are necessary to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Related Agreements have been duly executed and delivered by Seller and SummitSeller. This Agreement and the Related Agreements to which it is a party constitute valid and binding obligations of Seller and SummitSeller, enforceable in accordance with their terms: (i) except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' ’ rights and remedies generally, (ii) except as may be required by the Bulk Sales provisions of applicable state law, and (iii) except as the indemnification provisions contained in this Agreement may be limited by principles of public policy, and (iv) except as limited by rules of law governing specific performance, injunctive relief and other equitable remedies. The execution and delivery of this Agreement and the Related Agreements by Seller and Summit do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a "“Conflict"”) (i) any provision of the Articles or Certificate of Incorporation or Bylaws of Seller or Summit or (ii) any material mortgage, indenture, lease, contract or other agreement or material instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or Summit or their its properties or assets, except where such Conflict would not have a Material Adverse Effect.

Authorization of Seller. Each (a) All corporate action on the part of the Seller and Summit has full power its respective officers, directors, shareholders and authority to enter into Affiliates, and all shareholder action, necessary for the authorization, execution, delivery and performance of this Agreement Agreement, each Transaction Document and the Related Agreements Ancillary Document to which it is a party, to perform its the performance of all obligations of the Seller hereunder and thereunderthereunder has been taken. (b) This Agreement, each Transaction Document and Ancillary Document to consummate which the transactions contemplated hereby and thereby, including, without limitation, Seller is a party will constitute (upon the execution and delivery of this Agreement, general conveyances, bills of sale, assignments, and other documents and instruments evidencing at the conveyance of the Assets or delivered in accordance with Sections 1.1(bClosing) or 1.3(b) hereunder (the "Closing Documents") and the Related Agreements to which it is a party. Each of Seller and Summit has taken all necessary and appropriate corporate action with respect to the execution and delivery of this Agreement, the Closing Documents, and the Related Agreements to which it is a party. No other corporate or securityholder proceedings or action on the part of Seller or Summit, or their respective securityholders, are necessary to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Related Agreements have been duly executed and delivered by Seller and Summit. This Agreement and the Related Agreements to which it is a party constitute valid and legally binding obligations of Seller and Summitthe Seller, enforceable in accordance with their respective terms: , except (i) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationand other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other laws affecting creditors' rights equitable remedies. (c) The execution, delivery and remedies generallyperformance by the Seller of this Agreement and each Transaction Document and Ancillary Document to which it is a party, and the consummation of the Transactions contemplated hereby and thereby: (i) will not result in any violation or default or be in conflict with or constitute, with or without the passage of time and giving of notice, a default under any provision of the Seller’s Constitutional Documents; (ii) except as may be required will not result in the breach of or constitute a default under any material contract, lease, license, franchise, permit, indenture, mortgage, deed of trust, note, agreement or other instrument to which the Seller is a party or by the Bulk Sales provisions of applicable state law, which it is bound; and (iii) except as will not violate any Law or Order applicable to or bearing upon the indemnification provisions contained Seller or its assets or businesses. (d) The Seller is not required to obtain any Consent, including any Governmental Authority, from any Person or any Governmental Authority in this Agreement may be limited by principles of public policy. The execution connection with the execution, delivery and delivery performance of this Agreement Agreement, each Transaction Document and the Related Agreements by Seller and Summit do not, and, as of the Closing, Ancillary Document to which it is a party or the consummation of the Transactions contemplated hereby or thereby. There are no Proceedings pending, or to the Knowledge of the Seller, threatened against the Seller that would have the effect of preventing or materially delaying the Seller from executing and delivering this Agreement or consummating any of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles or Certificate of Incorporation or Bylaws of Seller or Summit or (ii) any material mortgage, indenture, lease, contract or other agreement or material instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or Summit or their properties or assets, except where such Conflict would not have a Material Adverse Effectby this Agreement.