Common use of Corporate Authority; No Conflicts Clause in Contracts

Corporate Authority; No Conflicts. (a) Purchaser has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) Neither the execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of Purchaser, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the owner of Purchaser, (C) any legal requirement or any governmental order to which Purchaser or any of the properties or assets owned or used by Purchaser may be subject, or (D) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Purchaser or that otherwise relates to the business of, or any of the assets owned or used by Purchaser; (ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Purchaser is a party or to which it or its properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Purchaser or its properties or assets may be subject; or (iii) result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by Purchaser.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Beyond Commerce), Asset Purchase Agreement (Omnireliant Holdings, Inc.), Asset Purchase Agreement (Corridor Communications Corp)

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Corporate Authority; No Conflicts. (a) Purchaser Seller has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) Neither the execution, delivery or performance of this Agreement by Purchaser Seller nor the consummation by Purchaser Seller of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of PurchaserSeller, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the owner of PurchaserSeller, (C) any legal requirement or any governmental order to which Purchaser Seller or any of the properties or assets owned or used by Purchaser Seller may be subject, or (D) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Purchaser Seller or that otherwise relates to the business of, or any of the assets owned or used by PurchaserSeller; (ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Purchaser Seller is a party or to which it or its properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Purchaser Seller or its properties or assets may be subject; or (iii) result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by PurchaserSeller.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Beyond Commerce), Asset Purchase Agreement (Omnireliant Holdings, Inc.), Asset Purchase Agreement (Corridor Communications Corp)

Corporate Authority; No Conflicts. (a) Purchaser has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) Neither the execution, delivery or nor performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of Purchaser, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the owner of Purchaser, (C) any legal requirement or any governmental order to which Purchaser or any of the properties or assets owned or used by Purchaser may be subject, or (D) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Purchaser or that otherwise relates to the business of, or any of the assets owned or used by Purchaser; (ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Purchaser is a party or to which it or its properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Purchaser or its properties or assets may be subject; or (iii) result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaching Kaching, Inc.)

Corporate Authority; No Conflicts. (a) Purchaser Seller has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) Neither the execution, delivery or nor performance of this Agreement by Purchaser Seller nor the consummation by Purchaser Seller of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of PurchaserSeller, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the owner of PurchaserSeller, (C) any legal requirement or any governmental order to which Purchaser Seller or any of the properties or assets owned or used by Purchaser Seller may be subject, or (D) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Purchaser Seller or that otherwise relates to the business of, or any of the assets owned or used by PurchaserSeller; (ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Purchaser Seller is a party or to which it or its properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Purchaser Seller or its properties or assets may be subject; or (iii) result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by PurchaserSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaching Kaching, Inc.)

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Corporate Authority; No Conflicts. (a) Purchaser Seller has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) Neither the execution, delivery or performance of this Agreement by Purchaser Seller nor the consummation by Purchaser Seller of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of Purchaser, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the owner of Purchaser, (C) any legal requirement or any governmental order to which Purchaser Seller or any of the properties or assets owned or used by Purchaser Seller may be subject, or (DB) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Purchaser Seller or that otherwise relates to the business of, or any of the assets owned or used by PurchaserSeller; (ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Purchaser Seller is a party or to which it or its properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Purchaser Seller or its properties or assets may be subject; or (iii) result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by PurchaserSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corridor Communications Corp)

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