Corporate Action; No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the Related Documents to be delivered by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and is, and each of the Related Documents when executed and delivered by Purchaser in accordance with its terms will be, the valid and binding obligation of Purchaser, enforceable in accordance with the terms thereof, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available in the discretion of a court. Neither the execution, delivery or performance by Purchaser of this Agreement or any Related Document, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, nor compliance by Purchaser with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by-laws of Purchaser or (ii) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser or (iii) result in a breach of, or constitute a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to, or require the consent of the other party to, any agreement set forth as an exhibit to Parent's Annual Report on Form 10-K for Parent's last fiscal year or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission since the end of Parent's last fiscal year, to the extent such agreements will be in effect on the Closing Date; (iv) result in the creation of, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties of the Purchaser, or (vii) require Parent to obtain any consent of or make any filing with any governmental entity, except as may be required under the HSR Act, except where the failure to obtain any such consent or make any such...
Corporate Action; No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the Related Documents to be delivered by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and is, and each of the Related Documents when executed and delivered by Seller in accordance with its terms will be, the valid and binding obligation of Purchaser, enforceable in accordance with the terms thereof, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available in the discretion of a court. Neither the execution, delivery or performance by Purchaser of this Agreement or any Related Document, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, nor compliance by Purchaser with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by- laws of Purchaser or (ii) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser.
Corporate Action; No Conflict. The execution and delivery by Seller of this Agreement and the Related Documents and Seller's performance of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of Seller. This Agreement has been duly and validly executed and delivered by Seller and is, and each of the Related Documents when executed and delivered by Seller in accordance with its terms will be, the valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and except that the term "unenforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available in the discretion of a court. Except as set forth in SCHEDULE 7.2, neither the execution, delivery or performance by Seller of this Agreement or any of the Related Documents, nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Seller with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by-laws of Seller (ii) violate any provision of law, statute, rule or regulation, or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority or (iii) result in any breach or acceleration of any of the terms or conditions of any mortgage, bond, indenture, contract, agreement, license or other instrument or obligation to which Seller is a party or by which the Purchased Assets are bound.
Corporate Action; No Conflict. The execution, delivery and performance by Purchasers of this Agreement and the Related Documents to be delivered by Purchasers and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of U.S. Purchaser and U.K. Purchaser, as applicable. This Agreement has been duly and validly executed and delivered by U.S. Purchaser and U.K. Purchaser and is, and each of the Related Documents when executed and delivered by U.S. Purchaser and U.K. Purchaser in accordance with its terms shall be, the valid and binding obligation of such Purchaser. Neither the execution, delivery or performance by Purchasers of this Agreement or any Related Document, nor the consummation by Purchasers of the transactions contemplated hereby or thereby, nor compliance by such Purchasers with any provision hereof or thereof shall (a) conflict with or result in a breach of any provision of the charter or by-laws of such Purchaser or any resolution of its stockholders or board of directors or, (b) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to such Purchaser.
Corporate Action; No Conflict. The execution, delivery and performance by each Seller of this Agreement and the Related Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly and validly executed and delivered by each Seller and is, and each of the Related Documents to which such Seller is or will be a party, when executed and delivered in accordance with its terms, will be, the valid and binding obligation of such Seller enforceable against it in accordance with the terms thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect relating to creditors' rights generally and
Corporate Action; No Conflict. The execution, delivery and performance by the Buyer of this Agreement and the Related Documents to which the Buyer is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and is, and each of the Related Documents to which the Buyer is or will be a party, when executed and delivered in accordance with its terms, will be, the valid and binding obligation of the Buyer, enforceable in accordance with the terms thereof. Neither the execution, delivery or performance by the Buyer of this Agreement or any of the Related Documents to which the Buyer is or will be a party, nor the consummation by the Buyer of the transactions contemplated hereby or thereby, nor compliance by the Buyer with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the Operating Agreement or By-laws of the Buyer, in each case as in effect on the date hereof, (ii) cause a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, lease, mortgage, indenture, license, agreement or other instrument or obligation to which the Buyer is a party or by which it or any of its properties or assets is or may be bound or (iii) violate any Legal Requirement of, from or with any Governmental Authority applicable to the Buyer or any of its properties or assets. No Permit, consent or approval of or by, or any notification of or filing with, any Person is required in connection with the execution, delivery or performance by the Buyer of this Agreement and the Related Documents to which the Buyer is or will be a party, or the consummation by the Buyer of the transactions contemplated hereby or thereby, other than required filings under the HSR Act.
Corporate Action; No Conflict. The execution and delivery by Seller of this Agreement and the Related Documents and Seller's performance of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of Seller. This Agreement has been duly and validly executed and delivered by Seller and is, and each of the Related Documents when executed and delivered by Seller in accordance with its terms will be, the valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally. Except as set forth in Schedule 8.3, neither the execution, delivery or performance by Seller of this Agreement or any of the Related Documents, nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Seller with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by-laws of Seller or any Purchased Subsidiary, (ii) violate any provision of law, statute, rule or regulation, or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority; or (iii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Encumbrance upon any of the properties or assets of Seller or any of its subsidiaries under any provision of any Assigned Contract to which Seller or any of the Purchased Subsidiaries is a party or by which any of their respective properties or assets is bound. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or other governmental authority or instrumentality, domestic or foreign is required to be obtained or made by or with respect to Seller or any of the Purchased Subsidiaries in connection with the execution, delivery and performance of this Agreement or any Related Documents or the consummation of the transactions contemplated hereby and thereby other than compliance with and filings ...
Corporate Action; No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the Related Documents to be delivered by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and is, and each of the Related Documents when executed and delivered by Purchaser in accordance with its terms shall be, the valid and binding obligation of Purchaser. Neither the execution, delivery or performance by Purchaser of this Agreement or any Related Document, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, nor compliance by Purchaser with any provision hereof or thereof shall (i) conflict with or result in a breach of any provision of the charter or by-laws of Purchaser or, (ii) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser.
Corporate Action; No Conflict. The execution, delivery and performance by the Buyer of this Agreement and the Related Documents to which the Buyer is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and is, and each of the Related Documents to which the Buyer is or will be a party, when executed and delivered in accordance with its terms, will be, the valid and binding obligation of the Buyer, enforceable in accordance with the terms thereof. Neither the execution, delivery or performance by the Buyer of this Agreement or any of the Related Documents to which the Buyer is or will be a party, nor the consummation by the Buyer of the transactions contemplated hereby or thereby, nor compliance by the Buyer with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the certificate of incorporation or by-laws of the Buyer, in each case as in effect on the Closing Date, (ii) cause a default (or give rise to any right of termination, cancellation or
Corporate Action; No Conflict. The execution, delivery and performance by BostonFed of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BostonFed. This Agreement has been duly and validly executed and delivered by BostonFed and is the valid and binding obligation of BostonFed, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity. Neither the execution, delivery or performance by BostonFed of this Agreement, nor the consummation by BostonFed of the transactions contemplated hereby, nor compliance by BostonFed with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of BostonFed or, (ii) assuming receipt of all required approvals of Governmental Entities, violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to BostonFed.
