CAPACITY; INCONSISTENT OBLIGATIONS Sample Clauses
The "Capacity; Inconsistent Obligations" clause establishes that each party entering into the agreement has the legal authority and capacity to do so, and that their participation does not conflict with any other obligations or agreements they may have. In practice, this means that each party affirms they are not restricted by prior contracts, court orders, or other commitments that would prevent them from fulfilling their duties under the current agreement. This clause serves to ensure that all parties are legally able to perform as promised and helps prevent disputes arising from conflicting obligations or lack of authority.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Each Shareholder has the full right, power and legal capacity to execute, deliver and perform his obligations under this Agreement and the Other Agreements to which such Shareholder is a party. This Agreement and the Other Agreements have been duly and validly authorized and approved by the unanimous vote of the holders of all the issued and outstanding Shares. This Agreement has been, and when executed and delivered on the Closing Date, the Other Agreements will be, duly and validly executed and delivered by such Shareholder and constitute the valid and legally binding obligations of such Shareholder, subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.
(b) The execution, delivery and performance of this Agreement and the Other Agreements to which any Seller is a party will not: (i) result in a violation of the Company's articles of incorporation or bylaws, or any Law; or (ii) result in a breach of, conflict with, or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment or any Order, to which any Seller is a party, or by which any of them, or any of their respective assets and properties, including, without limitation, the Shares, is subject or bound; nor will such actions result in: (w) the creation of any Lien on any of the Shares or any of the Company's assets or properties; (x) the acceleration or creation of any Liability of the Company; (y) the forfeiture of any right or privilege of the Company; or (z) the forfeiture of any right or privilege of any Shareholder which may affect such Shareholder's ability to perform under this Agreement.
CAPACITY; INCONSISTENT OBLIGATIONS. Except as set forth in the Disclosure Memorandum, the execution, delivery and performance of this Agreement and each of the documents hereunder to which any Company Shareholder or the Company is a party will not (i) result in a violation of the Company's Charter Documents or bylaws, or any Law, or (ii) result in a breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment or any Order, to which the Company or any Company Shareholder is a party or by which any of them or any of their respective assets and properties, including, without limitation, the Company Shares, is subject or bound; nor will such actions result in (A) the creation of any Lien on any of the Company Shares or any of the Company's assets or properties, (B) the acceleration or creation of any Liability of the Company, (C) the forfeiture of any right or privilege of the Company, or (D) the forfeiture of any right or privilege of any Company Shareholder which may affect such Company Shareholder's ability to perform under this Agreement.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Each Transferring Entity has, ---------------------------------- or will have, prior to the first Closing in which any of its Sites is included, the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which such Transferring Entity is a party in accordance with their respective terms. The Transaction Documents to which each Transferring Entity is a party have been, or will be, prior to the first Closing in which any of its Sites is included, duly and validly executed and delivered by such Transferring Entity and constitute, or will constitute, prior to the first Closing in which any of its Sites is included, the valid and legally binding obligations of such Transferring Entity subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Except as set forth in the Disclosure Schedule, neither the execution and delivery of the Transaction Documents to which such Transferring Entity is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of such Transferring Entity's articles of incorporation or bylaws, or (ii) to such Transferring Entity's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which such Transferring Entity is a party, except where such breach or default would not have a Material Adverse Effect.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) The Shareholders have the full right, power and authority to execute, deliver, and perform and comply with, this Agreement. This Agreement has been duly and validly executed and delivered by Shareholders and Trans-Mex and constitute the valid and legally binding obligations of both, subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein or therein will, including, but not limited to the issuance of the New Shares, (i) result in a violation of the articles of incorporation, charter or bylaws of Trans-Mex or any Law or Order binding on the Shareholders or Trans-Mex, or (ii) result in a breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment to which, with respect to clauses (i) and (ii), either Trans-Mex or Shareholders are a party or by which either of them or any of their respective assets and properties, is subject or bound; nor will such actions result in (w) the creation of any Lien on any of the capital stock of Trans-Mex's assets or properties, (x) the acceleration or creation of any obligation of Trans-Mex, (y) the forfeiture of any material right or privilege of Trans-Mex, or (z) the forfeiture of any material right or privilege of the Shareholders which may affect their ability to perform under this Agreement.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Summus and each Stockholder has the full right, power and legal capacity to execute, deliver and perform his or its obligations under this Agreement and the Other Agreements to which Summus or such Stockholder is a party. This Agreement and the Other Agreements have been duly and validly executed and delivered by Summus and each such Stockholder and constitute the valid and legally binding obligations of Summus and each such Stockholder, subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.
(b) The execution, delivery and performance of this Agreement and the Other Agreements to which any Stockholder or Summus is a party will not (i) result in a violation of Summus' articles of incorporation or bylaws, or any Law, or (ii) result in a material breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other material instrument, contract, agreement or commitment or any Order, to which Summus or any Stockholder is a party or by
CAPACITY; INCONSISTENT OBLIGATIONS. (a) TowerCo has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which it is a party in accordance with their respective terms. The Transaction Documents to which TowerCo is a party have been duly and validly executed and delivered by TowerCo and constitute the valid and legally binding obligations of TowerCo subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of the Transaction Documents to which TowerCo is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of TowerCo's certificate of incorporation or bylaws, (ii) to TowerCo's knowledge, result in a breach of or default (or an event of default which with notice or lapse of time or both would become a default) under any term or provision of any contract or agreement to which TowerCo is a party or give to others any right of termination, amendment, acceleration or cancellation of, or result in triggering any payment or other obligations under any contract or agreement to which TowerCo is a party, except where such breach or default or other occurrence would not have a material adverse effect on TowerCo, or (iii) result in the creation or imposition of any Liens upon its properties and assets, other than Permitted Liens.
CAPACITY; INCONSISTENT OBLIGATIONS. 32 7.4 Consents........................................................................................ 33 7.5 No Violation; Compliance with Laws.............................................................. 33 7.6 Liabilities..................................................................................... 33 7.7
CAPACITY; INCONSISTENT OBLIGATIONS. (a) CCIC has the corporate power ---------------------------------- and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which it is a party in accordance with their respective terms. The Transaction Documents to which CCIC is a party have been duly and validly executed and delivered by CCIC and constitute the valid and legally binding obligations of CCIC subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of the Transaction Documents to which CCIC is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of CCIC's articles of incorporation or bylaws, or (ii) to CCIC's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which CCIC is a party, except where such breach or default would not have a material adverse effect on CCIC.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) TowerCo Parent has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which it is a party in accordance with their respective terms. The Transaction Documents to which TowerCo Parent is a party have been duly and validly executed and delivered by TowerCo Parent and constitute the valid and legally binding obligations of TowerCo Parent subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of the Transaction Documents to which TowerCo Parent is a party, nor the consummation of the transactions contemplated therein including, but not limited to the issuance of the Parent Stock and its delivery and payment as the Stock Consideration, will (i) result in a violation of TowerCo Parent's certificate of incorporation or bylaws or (ii) to TowerCo Parent's knowledge and except as set forth on Schedule 9.3, result in a breach of or default (or an event of default which with notice or lapse of time or both would become a default) under any term or provision of any contract or agreement to which TowerCo Parent is a party or by which it or any of its subsidiaries is bound or affected, or give to others any right of termination, amendment, acceleration or cancellation of, or result in triggering any payment or other obligations under any contract or agreement to which TowerCo is a party, or by which it or any its subsidiaries is bound of affected, except where such breach or default or other occurrence with respect to a contract or agreement would not have a material adverse effect on TowerCo Parent and its subsidiaries taken as a whole.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) TowerCo has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which it is a party in accordance with their respective terms. The Transaction Documents to which TowerCo is a party have been duly and validly executed and delivered by TowerCo and constitute the valid and legally binding obligations of TowerCo subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of the Transaction Documents to which TowerCo is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of TowerCo's certificate of incorporation or bylaws, (ii) to TowerCo's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which TowerCo is a party, except where such breach or default would not have a material adverse effect on TowerCo, or (iii) result in the creation or imposition of any Liens upon its properties and assets, other than Permitted Liens.