Consents, Authorizations and Binding Effect. (a) Tartisan may execute, deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
(i) the approval of the CSE for the issuance of Tartisan Shares contemplated hereby, if applicable;
(ii) any approvals required by the Interim Order and the Final Order;
(iii) the Key Third Party Consents listed under the heading “Tartisan Third Party Consents” in Schedule “D” hereto;
(iv) the notices listed under the heading “Tartisan Third Party Notices” in Schedule “D” hereto;
(v) consents, approvals, authorizations and waivers, which have been obtained (or will be obtained prior to the Effective Date), and are unconditional and in full force and effect and notices which have been given on a timely basis; or
(vi) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement or otherwise prevent Tartisan from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the Tartisan Group.
(b) Tartisan has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Arrangement.
(c) This Agreement has been duly executed and delivered by Tartisan and constitutes a legal, valid, and binding obligation of Tartisan enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(d) The execution, delivery, and performance of this Agreement and the completion of the Arrangement will not:
(i) constitute a violation or breach of the articles or by-laws of Tartisan;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any Contract, permit or license to which any Tartisan Group Member is a party or as to which any of its property is subject which would in any such case have a Materi...
Consents, Authorizations and Binding Effect. Buyer has full power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer and will not (a) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.
Consents, Authorizations and Binding Effect. (a) VCP23 may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
(i) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional, and in full force and effect, and notices which have been given on a timely basis; or
(ii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent VCP23 from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on VCP23.
(b) VCP23 has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(c) This Agreement has been duly executed and delivered by VCP23 and constitutes a legal, valid, and binding obligation of VCP23, enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(d) The execution, delivery, and performance of this Agreement will not:
(i) constitute a violation of the constating documents of VCP23;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which VCP23 is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect onVCP23;
(iii) constitute a violation of any Law applicable or relating to VCP23 or its business except for such violations which would not have a Material Adverse Effect on VCP23; or
(iv) result in the creation of any lien upon any of the assets of VCP23 other than such liens as would not have a Material Adverse Effect on VCP23.
(e) Other than pursuant to this Agreement, neither VCP23 nor any Affiliate or Associate of VCP23 nor, to the knowledge of VCP23, any dir...
Consents, Authorizations and Binding Effect. (a) Xxxxxxx may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
(i) the filing of the Statement of Merger with the Colorado Secretary of State under the CBCA;
(ii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are (or will be at the Effective Time) unconditional, and in full force and effect, and notices which have been given on a timely basis; and
(iii) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination or otherwise prevent Xxxxxxx from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on Xxxxxxx.
(b) Xxxxxxx has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(c) This Agreement has been duly executed and delivered by Xxxxxxx and constitutes a legal, valid, and binding obligation of Xxxxxxx, enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(d) The execution, delivery, and performance of this Agreement will not:
(i) constitute a violation of the articles and bylaws of Xxxxxxx;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which Xxxxxxx is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect on Xxxxxxx;
(iii) constitute a violation of any Law applicable or relating to Xxxxxxx or its business except for such violations which would not have a Material Adverse Effect on Xxxxxxx; or
(iv) result in the creation of any lien upon any of the assets of Xxxxxxx other than such liens as would n...
Consents, Authorizations and Binding Effect. (i) Purchaser may execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Operative Documents to which it is a party) without the necessity of Purchaser obtaining any consent, approval, authorization or waiver or giving any notice or otherwise.
(ii) Purchaser has the power to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors. Membership Interest Purchase Agreement Page 26 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and Payment Data Systems, Inc.
(iii) The execution, delivery and performance of this Agreement by Purchaser does not and will not: (A) constitute a violation of its Articles of Incorporation or Bylaws; (B) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to Purchaser or its assets or business; or (C) conflict with, or constitute a breach or default under, or give rise to any right of termination, cancellation or acceleration under, any term or provision of any contract, agreement, lease, promissory note, mortgage, deed of trust, commitment, license, franchise, Permit, authorization or any other instrument or obligation to which Purchaser is a party or by which its assets are bound, or an event which with notice, lapse of time, or both, would result in any such conflict, breach, default or right.
(iv) The execution, delivery and performance of the Operative Documents, and the consummation of the transactions contemplated thereby, have been duly authorized and approved by the Board of Directors of Purchaser.
Consents, Authorizations and Binding Effect. (1) Landlord has authorized the transaction contemplated herein and Landlord may execute, deliver and perform this Lease without the necessity of Landlord obtaining any consent, approval, authorization or waiver or giving any notice or otherwise.
(2) This Lease constitutes the legal, valid and binding obligation of Landlord, enforceable against it in accordance with its terms.
(3) The execution, delivery and performance of this Agreement by Landlord does not and will not: (i) constitute a violation of its Articles of Organization and Regulations, as amended; (ii) result in any lien against the Premises; (iii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any governmental body applicable or relating to Landlord or the Premises or the business of Landlord; or (iv) conflict with, or constitute a breach or default under, or give rise to any right of termination, cancellation or acceleration under, any term or provision of any contract, agreement, loan agreement or other agreement with any lender, lease, mortgage, deed of trust, commitment, license, franchise, permit, authorization or any other instrument or obligation to which Landlord is a party or by which their respective assets are bound, or an event which with notice, lapse of time, or both, would result in any such conflict, breach, default or right.
Consents, Authorizations and Binding Effect. (a) The Company may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
(i) the approval of the Florida Department of Health for the Business Combination and other transactions contemplated hereby;
(ii) the approval of the CSE for the Business Combination and other transactions contemplated hereby;
(iii) approval by the Company Shareholders of the Merger;
(iv) the filing of Articles of Merger and Plan of Merger with the Florida Department of State under the FBCA;
(v) such other consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are (or will be at the Effective Time) unconditional, and in full force and effect, and notices which have been given on a timely basis; and
(vi) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination or otherwise prevent the Company from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the Company.
(b) The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Merger and the Business Combination, subject to the approval of the Company Meeting Matters by the Company Shareholders.
(c) This Agreement has been duly executed and delivered by the Company and (assuming due Authorization, execution and delivery by all other Parties hereto) constitutes a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(d) The execution, delivery, and performance of this Agreement will not:
(i) constitute a violation of the articles of incorporation and bylaws of the Company;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any ma...
Consents, Authorizations and Binding Effect. (a) Canadian Arrow may execute, deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
(i) the Canadian Arrow Shareholder Approval;
(ii) the approval of the TSX-V, if applicable;
(iii) any approvals required by the Interim Order and the Final Order;
(iv) consents, approvals, authorizations and waivers, which have been obtained (or will be obtained prior to the Effective Date), and are unconditional and in full force and effect and notices which have been given on a timely basis; or
(v) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement or otherwise prevent Canadian Arrow from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on Canadian Arrow.
(b) Canadian Arrow has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Arrangement.
(c) This Agreement has been duly executed and delivered by Canadian Arrow and constitutes a legal, valid, and binding obligation of Canadian Arrow enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(d) The execution, delivery, and performance of this Agreement and the completion of the Arrangement will not:
(i) constitute a violation or breach of the articles or by-laws of Canadian Arrow;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any Contract, permit or license to which Canadian Arrow is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on Canadian Arrow;
(iii) constitute a violation of any Law applicable or relating Canadian Arrow or their respective businesses except for such violations which would not have a Mat...
Consents, Authorizations and Binding Effect. (a) Seller may execute, deliver and perform this Agreement without obtaining any consent, approval, authorization or waiver or giving notice to any third party or otherwise.
(b) This Agreement has been duly authorized, executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement will not:
(i) conflict with, result in the breach of, constitute a default, with or without notice and/or lapse of time, result in being declared void or voidable any provision of any contract, lease, agreement, license, commitment, law, rule regulation or order; or
(ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator.
(c) Mr. Branch has the authority to execute and deliver this Agreement on behalf of the Seller without obtaining any further consent, authorization or waiver or giving notice to any third party. This Agreement has been duly authorized, executed and delivered by Mr. Branch on behalf of the Seller and cxxxxxxxxxx the legal, valid and binding obligation of the Seller, and is enforceable in accordance with its terms.
Consents, Authorizations and Binding Effect. Each of Xxxxx and ------------------------------------------- Buyer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement without the necessity of obtaining any Consent or giving any Notice, except for such Consents which have been obtained and are unconditional and in full force and effect and such Notices which have been duly given. The board of directors of Xxxxx has duly authorized the execution, delivery and performance of this Agreement by Xxxxx. This Agreement has been duly executed and delivered by each of Xxxxx and Buyer and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors. The execution, delivery and performance of this Agreement by Xxxxx and Buyer will not:
(i) conflict with, result in the breach of or constitute a default under or the acceleration of any contract, agreement commitment, undertaking, restriction or instrument to which Xxxxx and Buyer are a party or by which Xxxxx and Buyer may be bound or affected, or
(ii) constitute a violation of any statute, judgment, order, decree, regulation or rule of any court, governmental authority or arbitrator applicable or relating to or binding upon Xxxxx and Buyer, or
(iii) violate any provision of the Articles of Incorporation or Bylaws of Buyer and Xxxxx.
