Authorization of Transaction by Seller Sample Clauses

Authorization of Transaction by Seller. Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and, subject to the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller other than the Requisite Shareholder Approval, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller or the applicable Seller Entity (assuming due authorization and delivery by Buyer) shall constitute, a valid and binding obligation of Seller or the applicable Seller Entity, enforceable against Seller or the applicable Seller Entity in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law).
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Authorization of Transaction by Seller. Each of Seller and CFHC has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. Each of Seller, Realogy and Wyndham will have all requisite power and authority to execute, deliver and perform its obligations under the Separation Agreements to which it is a party, and to consummate the transactions contemplated thereby. The execution, delivery and performance by each of Seller and CFHC of this Agreement and the consummation by each of Seller and CFHC of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary action on the part of each of Seller and CFHC and no other proceedings on the part of Seller or CFHC are necessary to authorize the execution, delivery and performance by each of Seller and CFHC of this Agreement or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of Seller, Realogy and Wyndham of the Separation Agreements to which it is a party and the consummation by each of Seller, Realogy and Wyndham of the transactions contemplated thereby will have been duly and validly authorized by all necessary action on the part of each of Seller, Realogy and Wyndham and no other proceedings on the part of Seller, Realogy or Wyndham will have been necessary to authorize the execution, delivery and performance by each of Seller, Realogy and Wyndham of the Separation Agreements to which it is a party or to consummate the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer and the Company, constitutes, and each Separation Agreement (to the extent Seller, Realogy, Wyndham or CFHC is a party thereto), when executed and delivered by each of Seller, Realogy, Wyndham or CFHC (assuming due authorization, execution and delivery by the other parties thereto) shall constitute, a valid and binding obligation of each of Seller, Realogy, Wyndham and CFHC, enforceable against each of Seller, Realogy, Wyndham and CFHC in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity).
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Authorization of Transaction by Seller. Except as set forth on Schedule 3.2, Seller has full corporate power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. Except as set forth on Schedule 3.2 and except for (i) Governmental Approvals relating to compliance with Gaming Laws, Gaming Licenses or Liquor Licenses, (ii) Governmental Approvals relating to compliance with state securities Laws and (iii) Governmental Approvals as may be required under any Environmental, Health and Safety Requirements pertaining to any notification, disclosure or required approval triggered by the Closing or the transactions contemplated by this Agreement, Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).
Sample 1
Authorization of Transaction by Seller. (a) Seller has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by necessary action on the part of Seller and no other proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Sale, the Seller Shareholder Approval). This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, when executed and delivered by Seller shall constitute, a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.
Sample 1
Authorization of Transaction by Seller. Seller has full power and authority (including full corporate power and authority) to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment and the performance by Seller and the consummation of the transactions contemplated hereunder have been duly authorized by the board of directors of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Amendment and the transactions contemplated hereunder. Except as otherwise provided herein, no consent of any Person not a Party to this Amendment nor consent of or filing with (including any waiting period) any Governmental Entity is required to be obtained or performed on the part of Seller to execute, deliver and perform its obligations hereunder, except where the failure to obtain any consent or make any filing would not reasonably be expected to have a Material Adverse Effect.
Sample 1
Authorization of Transaction by Seller. The Seller has the corporate power, authority and capacity to execute and deliver this Agreement, to hold the Purchased Shares and to perform its other obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions herein contemplated have been duly and validly authorized by all necessary action on behalf of the Seller and this Agreement has been duly and validly executed and delivered by the Seller and is a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. There is no litigation, action, suit, investigation, hearing, claim, complaint, grievance, arbitration proceeding or other proceeding, including any appeal or review and any application for same, in progress, pending, or, to the knowledge of the Seller, threatened against or affecting the Seller or affecting the title of the Seller to any of the Purchased Shares at law or in equity or before or by any Tribunal and, to the knowledge of the Seller, there are no grounds on which any such legal proceeding might be commenced with any reasonable likelihood of success nor is there any order outstanding against or affecting the Seller which, in any such case, affects adversely or might affect adversely the ability of the Seller to enter into this Agreement or to perform its obligations hereunder. Seller has obtained all authorizations, consents or approvals required to be obtained or performed by the Seller in order to complete the transactions contemplated by this Agreement.
Sample 1

Related to Authorization of Transaction by Seller

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Effect of Transaction (i) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Effect of Transactions Neither the execution of this Agreement nor the approval or consummation of the Transactions (whether alone or together with any other event (such as a termination of employment)) will: (i) result in any payment or benefit becoming due to any Service Provider under any MAMP Benefit Plan or MAMP Service Agreement; (ii) increase benefits otherwise payable or due under any MAMP Benefit Plan or MAMP Service Agreement or require the funding of any amounts under any MAMP Benefit Plan or MAMP Service Agreement; or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

  • Limitation of Transactions Subordination 16 SECTION 6.1

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