Authorization of Sellers. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby are within each Seller’s powers and have been duly authorized by all necessary action on the part of such Seller. This Agreement constitutes a valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms.
Authorization of Sellers. (a) Subject to the approvals referred to in Section 4.2 (b), the execution and performance by Sellers of this Agreement are within Sellers’ corporate powers, do not violate the articles of association or by-laws of Sellers or any of the Companies and have been duly authorized by all necessary corporate action on the part of Sellers.
(b) Assuming compliance with any applicable requirements under merger control laws and except for the consent of the IMA Committee referred to in Section 4.2 (b), the execution and performance of this Agreement by Sellers require no approval or consent by or notice to any governmental authority and do not violate any applicable law or decision by any court or governmental authority binding on Sellers or any of the Companies.
(c) There is no lawsuit, investigation or proceeding pending or threatened in writing or, to Sellers’ Knowledge, otherwise threatened against Sellers before any court, arbitrator or governmental authority which in any manner challenges or seeks to prevent, alter or materially delay the transactions contemplated by this Agreement or would otherwise materially and adversely affect Sellers’ ability to perform their obligations hereunder.
(d) The execution, delivery and performance by each Seller of this Agreement and the other documents related hereto to which it is a party, the consummation of the transactions contemplated hereby and thereby and the compliance by each Seller with any provisions hereof and thereof, do not and will not directly result in the creation or imposition of any lien or encumbrance upon any of the property or assets of any Company, provided that this Section 5.3 (d) shall not extend to any liens or encumbrances related to any financing obtained by Purchaser.
Authorization of Sellers. 5.1.1 As applicable, Seller 1 is duly organized, validly existing and in good standing in the jurisdiction of its organization and where it does business and Seller 2 is of the age of majority. Both Sellers have no legal incapacity, have had experienced counsel of their choice provide them with legal advice with respect to this Agreement, have read and understand the terms and conditions of this Agreement, and have the full legal right and power under the Law of its or her place of organization or residence (as applicable) to enter into a legally binding contract. The execution and performance by Sellers of this Agreement are within each Seller’s legal powers. The execution, delivery and performance by the Sellers of this Agreement, and the consummation by them of the Transactions, have been duly authorized, and no other partnership or other action on the part of the Sellers is necessary to authorize the execution, delivery and performance by them of this Agreement and the consummation by them of the Transactions described herein. Sellers are fully authorized to execute this Agreement and any agreement and release contemplated hereby to which Sellers are a party (a “Closing Agreement”) and to perform their obligations hereunder and thereunder and to consummate the Transaction and all other transactions contemplated hereby and thereby. This Agreement has been duly executed by Sellers and Sellers shall duly execute and deliver each Closing Agreement. Assuming due authorization and execution by Purchaser, this Agreement constitutes, and each Closing Agreement shall constitute, a valid and binding agreement of each of the Sellers, enforceable against each of them in accordance with its terms herein.
5.1.2 The execution and performance of this Agreement by Sellers require no approval, authorization, registration, consent or make any filing by or with, any governmental authority or other third party and do not violate any applicable Law, decision by any court, arbitrator or governmental authority, agreement or obligation binding on Sellers.
5.1.3 There is no lawsuit, investigation or proceeding pending, or to Sellers’ Knowledge threatened, against any Seller or the Company before any court, arbitrator or governmental authority which in any manner challenges or seeks to prevent, alter or delay, or may otherwise have an adverse effect on Sellers’ ability to consummate the Transaction or, if determined adversely, would have a material adverse effect on the business...
Authorization of Sellers. All corporate approvals necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly taken by Sellers.
Authorization of Sellers. (a) Each of the Sellers and Nextera has the full legal right, power and all authority to enter into, execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby. Except for Nextera Stockholder Approval, all necessary and appropriate corporate action has been taken by Sellers and Nextera with respect to the execution and delivery of this Agreement and the performance of their respective obligations hereunder and no other proceedings on the part of any of Sellers or Nextera is necessary to approve the Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby.
(b) The only vote required of the holders of any class or series of Nextera's capital stock or other equity interests necessary to adopt this Agreement and to approve the transactions contemplated hereby is the approval of the holders of a majority of the voting power of the outstanding Nextera Stock (the "NEXTERA STOCKHOLDER APPROVAL").
(c) This Agreement has been duly and validly executed and delivered by each of the Sellers and Nextera and constitutes, and the documents to be executed and delivered at the Closing, when executed and delivered by each of the Sellers and Nextera, will constitute, valid and binding obligations of Sellers and Nextera, enforceable against each of them in accordance with their terms, subject to enforceability against Buyer and FTI and the effect of applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.
Authorization of Sellers. This Agreement has been duly executed and ------------------------ delivered by each Seller and constitutes the valid and binding obligation of such Seller, enforceable in accordance with its terms, except (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought and (iii) rights to indemnification may be limited under applicable securities laws.
Authorization of Sellers. Subject to the Sellers’ obtaining the Approval Order, the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and the performance of, fulfillment of and compliance with the terms and conditions hereof by Sellers: (A) do not and will not: (i) conflict with or result in a breach of the articles of incorporation or the by-laws of any Seller; (ii) violate any statute, law, rule or regulation, or any order, writ, injunction or decree of any court or governmental authority; or (ii) violate or conflict with or constitute a default under any agreement, instrument or writing of any nature to which any Seller is a party or by which any Seller or any of its assets or properties may be bound and (B) (i) have been, in the cases of the Non-Debtor Sellers, duly and validly authorized and approved by all necessary corporate or limited liability company action, as applicable, of each Non-Debtor Seller and (ii) is valid and binding on each Seller, and is enforceable against such Seller in accordance with the terms hereof.
Authorization of Sellers. Each Seller has the full legal right, power and capacity and the requisite power and authority to enter into this Agreement, to perform such Seller’s respective obligations hereunder, and to consummate the transactions contemplated hereby and to deliver all right, title and interest in and to the Purchased Stock and Interests. The execution, delivery and performance of this Agreement by each Seller has been duly authorized by all necessary action. The Trustee of the Xxxx Xxxxxxx Diamond 1996 Trust has been duly appointed to such position in accordance with the applicable trust documents and has the legal capacity and is competent to serve in such position.
Authorization of Sellers. Subject to the entry of the Sale Order, each Seller has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which a Seller is a party, the performance by a Seller of its obligations hereunder and thereunder and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of each Seller. This Agreement has been, and at or prior to the Closing, each of the Ancillary Documents to which a Seller is a party will be, duly and validly executed and delivered by each Seller. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Documents by Purchaser and subject to the entry of the Sale Order, this Agreement constitutes, and each Ancillary Document to which a Seller is a party when so executed and delivered will constitute, legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their terms.
Authorization of Sellers. This Agreement and all writings relating hereto to be signed by Sellers have been duly authorized, executed and delivered and constitute valid and binding obligations of Sellers enforceable in accordance with their respective terms. No further corporate action is needed in order to authorize the transactions contemplated herein. Neither the execution and delivery of this Agreement or any writing relating hereto nor the consummation by either Seller of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof will:
(i) violate the certificate of incorporation and any amendments thereto or the bylaws of either Seller or any statute, law, rule or regulation or any order, writ, injunction or decree of any court or governmental authority; or
(ii) violate or conflict with or constitute a default under (or give rise to any right of termination, cancellation or acceleration under) any material agreement or writing to which either Seller is a party or by which it or its assets or properties may be bound. No consent or approval of or notification to any governmental authority, except for necessary filings pursuant to the Xxxx-Xxxxx-Xxxxxx Act, is required in connection with the execution and delivery by Sellers of this Agreement or any writing relating hereto or the consummation of the transactions contemplated hereby or thereby.
