Consents, Authorizations and Conflicts Sample Clauses
The "Consents, Authorizations and Conflicts" clause requires each party to confirm that it has obtained all necessary permissions, approvals, and legal clearances needed to enter into and perform the agreement. This typically involves ensuring that signing the contract does not violate any existing obligations, such as prior agreements, corporate bylaws, or regulatory requirements. By including this clause, the contract aims to prevent future disputes or delays caused by missing approvals or conflicting commitments, thereby ensuring that all parties are legally able to fulfill their contractual obligations.
Consents, Authorizations and Conflicts. (a) Neither the execution and delivery by the Company or any Company Stockholder (collectively, the "Company Parties"; and each individually, a "Company Party") of this Agreement, the Power of Attorney, Registration Rights Agreement or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by any Company Party in connection with this Agreement and/or any of the Transactions (collectively, the "Company Party Documents"), nor the consummation of the Transactions, nor the performance by the Company of any of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to NHTC) except for such Consents and Notices: (i) that have been duly obtained (in the case of Consents) or given (in the case of Notices) and are unconditional and in full force and effect, or (ii) of which the failure to obtain (in the case of Consents) or give (in the case of Notices) could not reasonably be expected to have a Company Material Adverse Effect.
(b) This Agreement and each other Company Party Document has been (or prior to the Closing will be) duly authorized (in the case of the Company and the Corporate Company Stockholders), executed and delivered by each Company Party party thereto and constitute the legal, valid and binding obligations of such Company Party enforceable against such Company Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company Parties of the Company Party Documents to which they are respectively a party, the performance by the Company Parties of their respective obligations thereunder, and the consummation of the Transactions, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien under: (i) the Company's or any Corporate Company Stockholder's certificate of incorporation or by-laws (or equivalent governing instruments), or (ii) except where such contravention, conflict, inc...
Consents, Authorizations and Conflicts. (a) Neither the execution and delivery by the Company of this Agreement, the B▇▇▇ of Sale, the Voting Trust Agreement, the Registration Rights Agreement (as defined in Section 6.02(i) hereof) or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company in connection with this Agreement and/or the Transactions (collectively, the "Company Documents"), nor the consummation of the Transactions, nor the performance by the Company of any of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to NHTC and Holdings) except for such Consents and Notices: (i) that have been duly obtained (in the case of Consents) or given (in the case of Notices) and are unconditional and in full force and effect, or (ii) of which the failure to obtain (in the case of Consents) or give (in the case of Notices) could not reasonably be expected to have a Company Material Adverse Effect.
(b) This Agreement and each other Company Document has been (or prior to the Closing will be) duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by the Company of the Company Party Documents, the performance by the Company of its respective obligations thereunder, and the consummation of the Transaction, do not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or to create or impose any Lien under: (i) the Company's certificate of incorporation or by-laws, or (ii) except where such contravention, conflict, inconsistency, breach, violation, default, right or imposition could not reasonably be expected to have a Company Material Adverse Effect, and assuming satisfaction of the matters referred to in Section 2.02(a): (x) any Laws applicable or relating to the Company or any of the businesses or ass...
Consents, Authorizations and Conflicts. As of the Closing Date, (a) the Company will have the full corporate power and authority to enter into this Agreement and each of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company in connection with this Agreement and/or the Transaction (collectively with the Agreement, the "Company Documents"). Neither the execution and delivery by the Company of this Agreement or any of the other Company Documents, nor the consummation by the Company of the Transaction, nor the performance by the Company of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to PWEI and MergerCo) except for: (i) the filing of articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the Company, (iii) Consents that have been duly obtained and Notices that have been duly given on or before the date hereof, and (iv) Consents and Notices the failure to obtain (in the case of Consents) or give (in the case of Notices) cannot reasonably be expected to have a Company Material Adverse Effect.
Consents, Authorizations and Conflicts. Neither the execution and delivery by the Company of this Agreement nor the performance by the Company of its obligations hereunder, require any consent or the giving of any notice applicable to the Company. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company enforceable against it in accordance with its terms. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, does not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or create or impose any lien under (all or any of the foregoing a "breach"): (A) of the articles or certificate of incorporation or bylaws (or other organizational documents) of the Company; (B) any federal, state or other law applicable or relating to the Company, or any of the businesses or assets of the Company; or (C) any contract, agreement, instrument, undertaking, commitment or arrangement, of any kind or description whatsoever to which the Company is a party.
Consents, Authorizations and Conflicts. (a) Neither the execution and delivery by Seller and Enso of this Agreement or of any of the other Seller Documents, nor the performance by Seller and Enso of their respective obligations hereunder and thereunder, requires any Consent or the giving of any Notice applicable to Seller, Enso or the Company (as opposed to Purchaser), except for such Consents and Notices that:
(1) are required elsewhere in this Agreement,
(2) are required under the terms and conditions of those Contracts listed in Schedule 4.13 and Permits listed in Schedule 4.08, including, for this purpose, those Contracts and Permits which are to be transferred to the Company on or before the Closing Date as part of or in connection with the Sterling Assets; and
(A) have been or will be obtained or given on or before, and remain in full force and effect as of the Closing Date, or (B) if not so obtained or given, would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect.
(b) Schedule 4.02 contains a complete and accurate list of all material Consents of, or filings with or Notices to, any Person or Governmental Body, required in connection with the Seller's and Enso's valid execution, delivery and performance of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby, including, without limitation, any Consents or Notices required in connection with the Contracts listed in Schedule 4.13 and Permits listed in Schedule 4.08 (collectively, the "Seller Consents"), including, for this purpose, those Contracts and Permits which are to be transferred to the Company on or before the Closing Date as part of or in connection with the Sterling Assets.
(c) This Agreement has been duly authorized, executed and delivered by Seller and Enso and constitutes the legal, valid and binding obligation of Seller and Enso enforceable against Seller and Enso in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws
(d) The execution and delivery by the Company, Seller or Enso of the Seller Documents to which they are respectively a party, and the performance by such parties of their respective obligations thereunder, does not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or create...
Consents, Authorizations and Conflicts. Neither the execution and delivery by the Company of this Agreement nor the performance by the Company of its obligations hereunder, require any consent or the giving of any notice applicable to the Company. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company enforceable against it in accordance with its terms. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, does not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or create or impose any lien under (all or any of the foregoing a "breach"): (A) of the articles or certificate of incorporation or bylaws (or other organizational documents) of the Company; (B) any federal, state or other law applicable or relating to the Company, or any of the businesses or assets of the Company; or (C) any contract, agreement, instrument, undertaking, commitment or arrangement, of any kind or description whatsoever to which the Company is a party.