Common use of Consents, Authorizations and Binding Effect Clause in Contracts

Consents, Authorizations and Binding Effect. (1) Seller may execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Operative Documents (as herein defined) to which it is a party) without the necessity of Seller obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for the Third Party Consents set forth on Schedule 2.1(b)(1) which will be obtained prior to the Closing. (2) Seller 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 Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller 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. (3) The execution, delivery and performance of this Agreement by Seller does not and will not: (i) constitute a violation of its Certificate of Formation or Bylaws; (ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to any of the Assets, Business or Seller; or (iii) 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, commitment, license, franchise, Permit, authorization or any other instrument or obligation to which Seller 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. (4) 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 and shareholders of Seller without dissent.

Consents, Authorizations and Binding Effect. (1i) Seller may Purchaser and Parent shall each execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Operative Documents (as herein defined) to which it is a party) party without the necessity of Seller Purchaser or Parent obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for the Third Party Consents set forth on Schedule 2.1(b)(1) which will be obtained prior to the Closing. (2ii) Seller Purchaser and Parent each has the power to enter into this Agreement and the Operative Documents to which it is a party and to carry out its respective obligations hereunderhereunder and thereunder. This Agreement and the Operative Documents to which it is a party has been duly authorized, executed and delivered by Seller Purchaser and Parent and constitutes the legal, valid and binding obligation of SellerPurchaser and Parent, enforceable against Seller Purchaser and Parent 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.. Asset Purchase Agreement Information Management Solutions, L.L.C. and PDS Acquisition, Corp. (3iii) The execution, delivery and performance of this Agreement and the Operative Documents to which it is a party by Seller Purchaser and Parent does not and will not: (iA) constitute a violation of its Certificate Articles of Formation Incorporation or BylawsBylaws or other governing documents, each as amended to date; (iiB) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to Purchaser or Parent or any of the Assets, Business their respective assets or Sellerbusiness; or (iiiC) 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 Contractcontract, agreement, lease, promissory note, mortgage, deed of trust, commitment, license, franchise, Permit, authorization or any other instrument or obligation to which Seller Purchaser or Parent is a party or by which its Assets respective assets are bound, or an event which, which with notice, lapse of time, or both, would result in any such conflict, breach, default or right. (4iv) The execution, delivery and performance of the Agreement and the Operative Documents, and the consummation of the transactions contemplated therebyTransaction, have been duly authorized and approved by the Board respective Boards of Directors of Purchaser and shareholders of Seller without dissentParent.

Consents, Authorizations and Binding Effect. (1) Seller and Agreeing Parties may execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Operative Documents (as herein defined) to which it is a party) without the necessity of any of the Seller obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for the Third Party Consents set forth on Schedule 2.1(b)(1) such consents, approvals, authorizations waivers and notices which will be have been obtained prior to the Closingand are unconditional and are in full force and effect. (2) Seller has American, DS International and DSWSI have the corporate power to enter into this Agreement and to carry out its their respective obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Seller and Agreeing Parties with any requisite shareholder consents and constitutes the legal, valid and binding obligation of Sellerthe Seller and Agreeing Parties, enforceable against the Seller and Agreeing Parties, respectively, 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. (3) The execution, delivery and performance of this Agreement by the Seller does and Agreeing Parties do not and will not: : (i) constitute a violation of its Certificate the Articles of Formation Incorporation or Bylaws; Certificates of Formation, as amended, or the Bylaws of any of the corporate Seller or Agreeing Parties; (ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body governmental authority applicable or relating to any of the AssetsSeller or Agreeing Parties or the Assets or the business of any of the Seller or Agreeing Parties, Business or Seller; or or (iii) 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 Contractcontract, agreement, lease, mortgage, deed of trust, commitment, license, franchise, Permitpermit, authorization or any other instrument or obligation to which Seller or either of the Agreeing Parties is a party or by which its Assets their respective assets are bound, or an event which, with which without notice, lapse of time, or bothother, would result in any such conflict, breach, default or right. (4) The Without limiting the foregoing, the execution, delivery and performance of the Operative Documents, this Agreement and the consummation of the transactions contemplated therebyhereby, have been duly authorized and approved by the Board of Directors and shareholders Shareholders of Seller American, DS International and DSWSI without dissent.

Consents, Authorizations and Binding Effect. (1) Seller Purchaser may execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Operative Documents (as herein defined) to which it is a party) without the necessity of Seller Purchaser obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for the Third Party Consents set forth on Schedule 2.1(b)(1) which will be obtained prior to the Closing. (2) Seller 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 Seller Purchaser and constitutes the legal, valid and binding obligation of SellerPurchaser, enforceable against Seller 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. (3) The execution, delivery and performance of this Agreement by Seller Purchaser does not and will not: (i) constitute a violation of its Certificate Articles of Formation Incorporation or Bylaws; (ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to any of the Assets, Business or SellerPurchaser; or (iii) 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 Contractcontract, agreement, lease, promissory note, mortgage, deed of trust, commitment, license, franchise, Permit, authorization or any other instrument or obligation to which Seller Purchaser is a party or by which its Assets are boundparty, or an event which, which with notice, lapse of time, or both, would result in any such conflict, breach, default or right. (4) 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 and shareholders of Seller Purchaser without dissent.

Consents, Authorizations and Binding Effect. (1i) Seller and each of the Seller Principals may execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Operative Documents (as herein defined) to which it is a party) without the necessity of Seller or Seller Principals obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for the Third Party Consents set forth on Schedule 2.1(b)(13.1(b)(i) which will be obtained prior to the Closing. (2ii) Seller 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 Seller and Seller Principals and constitutes the legal, valid and binding obligation of SellerSeller and Seller Principals, enforceable against Seller and Seller Principals 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.. Asset Purchase Agreement Information Management Solutions, L.L.C. and PDS Acquisition, Corp. (3iii) The execution, delivery and performance of this Agreement by Seller and Seller Principals does not and will not: (iA) constitute a violation of its Certificate Seller’s certificate of Formation formation (formerly known as articles of organization) or Bylawscompany agreement (formerly known as regulations); (iiB) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to any of the Assets, Business Seller or Sellerits assets or business; or (iiiC) 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, commitment, license, franchise, Permit, authorization or any other instrument or obligation to which Seller or any Seller Principal is a party or by which its Assets Seller’s assets are bound, or an event which, with notice, lapse of time, or both, would result in any such conflict, breach, default or right. (4iv) The execution, delivery and performance of the Operative Documents, and the consummation of the transactions contemplated therebyTransaction, have been duly authorized and approved by the Board members and managers of Directors and shareholders of Seller without dissentSeller.