Authorization of Transaction; No Violation. The execution, delivery and performance by Seller of this Agreement and the other Related Documents to which Seller is a party and the creation and perfection of all Liens and ownership interests provided for herein: (A) have been duly authorized by all necessary action on the part of Seller, and (B) do not violate any provision of any law or regulation of any Governmental Authority, or contractual or restrictions binding on Seller, except where such violations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Authorization of Transaction; No Violation. Seller and IHC each has full power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to perform Seller's and IHC's obligations hereunder and thereunder. Except as provided herein, Seller has the absolute and unrestricted right, power and authority to vote, sell, transfer and assign all of the outstanding shares of Common Stock. Neither the execution and delivery of this Agreement or the Ancillary Agreements by Seller or IHC nor the consummation of the transactions contemplated hereby or thereby, nor compliance by Seller or IHC with any of the terms or provisions hereof or thereof, will (i) violate, conflict with, or result or 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, any of the terms, conditions or provisions of any agreement to which Seller or IHC is a party or by which Seller's or IHC's property is bound, or (ii) impose any Encumbrance on any share of Common Stock.
Authorization of Transaction; No Violation. The execution, delivery and performance by Seller of this Agreement and the other Related Documents to which Seller is a party and the creation and perfection of all Liens and ownership interests provided for herein: (A) have been duly authorized by all necessary limited liability company action on the part of Seller, (B) do not violate any provision of any law or regulation of any Governmental Authority, or contractual or organizational restrictions, binding on Seller, except where such violations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (C) would not result in any liability on the part of Buyer to any third party or require the creation of any Lien over any asset of Seller, except as contemplated by this Agreement and the Related Documents.
Authorization of Transaction; No Violation. The execution, delivery and performance by NBCU Funding of this Agreement and the other Related Documents to which NBCU Funding is a party and the creation and perfection of all Liens and ownership interests provided for herein: (A) have been duly authorized by all necessary limited liability company action on the part of NBCU Funding; (B) do not violate any provision of any law or regulation of any Governmental Authority, or contractual or corporate restrictions, binding on NBCU Funding, except where such violations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (C) would not result in the liability on the part of NBCU Funding to any third party or require the creation of any Lien over any asset of NBCU Funding, except as contemplated by this Agreement and the Related Documents.
Authorization of Transaction; No Violation. The Indemnifying Stockholder has full power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to perform the Indemnifying Stockholder's obligations hereunder and thereunder. The Indemnifying Stockholder has the absolute and unrestricted right, power and authority to vote, sell, transfer and assign the Indemnifying Stockholder's shares of Common Stock. Neither the execution and delivery of this Agreement or the Ancillary Agreements by the Indemnifying Stockholder nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Indemnifying Stockholder with any of the terms or provisions hereof or thereof, will (i) violate, conflict with, or result or 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, any of the terms, conditions or provisions of any agreement to which the Indemnifying Stockholder is a party or by which the Indemnifying Stockholder's property is bound, or (ii) impose any encumbrance on the shares of Common Stock owned by the Indemnifying Stockholder as set forth on Schedule 4.2(a).
Authorization of Transaction; No Violation. The Partnership has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Partnership of this Agreement and, the consummation by the Partnership of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Partnership. This Agreement has been duly and validly executed and delivered by the Partnership and constitutes a valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity.
Authorization of Transaction; No Violation. The execution, delivery and performance by Transferor of this Agreement and the other Related Documents to which Transferor is a party and the creation and perfection of all Liens and ownership interests provided for herein: (A) have been duly authorized by all necessary action on the part of Transferor, and (B) do not violate any provision of any law or regulation of any Governmental Authority, or contractual restrictions binding on Transferor, except where such violations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Authorization of Transaction; No Violation. The borrowing of the ---------------------------------------------- principal amount of the Loans, the issuance of the Note, the execution, delivery and performance by Borrower of this Agreement, the Note and the Security Agreement (including, without limitation, the issuance or reservation for issuance of shares of Borrower's Series D Preferred Stock upon conversion) (i) are within the corporate powers of Borrower, (ii) have been duly authorized by all necessary corporate action of Borrower, its officers, directors and stockholders, and (iii) will not violate, conflict with, result in any breach of any of the provisions of, constitute (with or without the passage of time or giving of notice or both a default under, or result in the creation of any Lien upon any Property of Borrower or any Subsidiary (except pursuant to the terms of the Security Agreement) under the provisions of, any law, rule, regulation, judgment, order, decree, instrument, agreement, charter instrument, bylaw or other instrument to which Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any Property of Borrower or any Subsidiary may be bound.
Authorization of Transaction; No Violation. The execution, delivery and performance by Seller and Toro of this Agreement and the Related Documents to which each is a party and, without limiting the foregoing, the creation of all ownership interests provided for herein: (1) have been duly authorized by all necessary action on the part of Seller or Toro, and (2) do not violate any provision of any law or regulation of any Governmental Authority, or contractual or other restrictions binding on Seller or Toro, except where such violations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Authorization of Transaction; No Violation. The execution, delivery and performance by Transferor of this Agreement and the other Related Documents to which Transferor is a party and the creation and perfection of all Liens and ownership interests provided for herein: (A) have been duly authorized by all necessary action on the part of Transferor, and (B) do not violate any provision of any law or regulation of any Governmental Authority, or contractual restrictions binding on Transferor, except where such violations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
14 A& R Transfer Agreement
