Corporate Authorization, Certain Corporate Actions, No Conflicts Sample Clauses

Corporate Authorization, Certain Corporate Actions, No Conflicts. Purchaser has all requisite power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Purchaser of this Agreement and the transaction described herein. This Agreement is the legal, valid and binding obligation of Purchaser, and is enforceable as to Purchaser in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Neither the execution, delivery, nor performance of this Agreement by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Purchaser's certificate of incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which Purchaser is a party or by which Purchaser may be bound or affected.
Sample 1
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Corporate Authorization, Certain Corporate Actions, No Conflicts. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Purchaser of this Agreement and the transaction described herein. This Agreement is the legal, valid and binding obligation of Purchaser, and is enforceable as to Purchaser in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Neither the execution, delivery, nor performance of this Agreement by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Purchaser's certificate of incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which Purchaser is a party or by which Purchaser may be bound or affected.
Sample 1
Corporate Authorization, Certain Corporate Actions, No Conflicts. Seller ---------------------------------------------------------------- has all requisite corporate power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Seller of this Agreement and the transactions described herein. This Agreement is the legal, valid and binding obligation of Seller, and is enforceable as to the Seller in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Except as set forth in Schedule -------- 5.2, neither the execution, delivery nor performance of this Agreement by --- Seller, nor consummation of the transactions contemplated hereby, will, with or without the giving of notice or the passage of time, or both, either (i) conflict with or result in a default, right to accelerate or loss of rights relating to the Purchased Assets or result in the creation of any lien, charge or encumbrance relating to the Purchased Assets or to such right to sell Products pursuant to, any provision of Seller's charter, bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, law, rule or regulation or any order, judgment, or decree to which Seller is a party or by which Seller or any of the Purchased Assets or to such right to sell Products may be bound or affected or (ii) except as set forth in Schedule 5.2 , require any waiver, consent, approval, ------------ authorization or action of or filing with any third party.
Sample 1
Corporate Authorization, Certain Corporate Actions, No Conflicts. Each Seller has all requisite corporate power and authority to execute and deliver this Agreement (including without limitation the Xxxx of Sale and Assignment, the bargain and sale deeds and any other agreements being delivered by Seller hereunder (collectively, the "Seller Related Instruments")) and to consummate the transactions contemplated hereby and thereby and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by each Seller of this Agreement and the Seller Related Instruments and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed, and delivered by each Seller, is the legal, valid and binding obligation of each Seller, and is enforceable as to each Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, fraudulent conveyance, insolvency or similar laws affecting creditors' rights or by equitable principles relating to the availability of remedies. Each Seller Related Instrument will be duly authorized, executed and delivered by each Seller party thereto, and will be, upon execution and delivery, the legal, valid and binding obligation of such Seller, enforceable as to such Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, fraudulent conveyance, insolvency or similar laws affecting creditors' rights or by equitable principles relating to the availability of remedies. Assuming compliance by both Purchaser and Seller and their affiliates with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), neither the execution, delivery, nor performance of this Agreement or any Seller Related Instrument by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance on any of the Purchased Assets pursuant to, any provision of each Seller's certificate of incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation, or any order, judgment, or decree to which either Seller is a party or by which either Seller may be bound or affected, to the extent such conflict, default, right to accelerate, loss of rights, lien, charge or encumbrance would have a Material Adverse Effect, except for contracts that expres...
Sample 1
Corporate Authorization, Certain Corporate Actions, No Conflicts. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize this execution, delivery and performance by Purchaser of this Agreement. This Agreement has been duly authorized, executed, and delivered by Purchaser, is the legal, valid and binding obligation of Purchaser, and is enforceable as to Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, fraudulent conveyance, insolvency or similar laws affecting creditors' rights or by equitable principles relating to the availability of remedies. Assuming compliance by both Purchaser and Seller with the HSR Act, neither the execution, delivery, nor performance of this Agreement by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Purchaser's articles of incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which Purchaser is a party or by which Purchaser may be bound or affected, to the extent such conflict, default, right of acceleration, loss of rights, lien, charge or encumbrance would have a material adverse effect on Purchaser.
Sample 1

Related to Corporate Authorization, Certain Corporate Actions, No Conflicts

  • Corporate Authorizations Copies of the resolutions of each Seller, certified by the Secretary or Assistant Secretary thereof as being correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party and the consummation of the Contemplated Transactions (in each case to the extent required by such Seller’s Organizational Documents); and

  • Corporate Authorization The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

  • Corporate Authorization; No Contravention The execution, delivery and performance by the Company and its Subsidiaries of this Agreement and each other Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not:

  • Corporate Authority; No Conflicts The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.

  • Corporate Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) 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 may be brought.

  • Evidence of Corporate Action The Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent: (a) documents evidencing all corporate action taken by Borrower to authorize (including the specific names and titles of the persons authorized to so act (each an “Authorized Officer”)) the execution, delivery and performance of the Loan Documents to which it is a party, certified to be true and correct by the Secretary or Assistant Secretary of Borrower; and (b) a certificate of the Secretary or Assistant Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the Authorized Officers.

  • Corporate Authorization; Enforceability The execution, delivery and performance by Seller of this Agreement is within the corporate powers and has been, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

  • Board Authorization Prior to delivering notice of the proposed terms of an Agency Transaction or a Principal Transaction pursuant to Section 1 (or at such time as otherwise agreed between the Company and the Agents), the Company shall have (i) obtained from its board of directors thereof all necessary corporate authority for the sale of the Shares pursuant to the relevant Agency Transaction or Principal Transaction, as the case may be, and (ii) provided to the Agents a copy of the relevant board resolutions or other authority.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Corporate authorisations copies of resolutions of the directors and stockholders of each Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than the date of this Agreement) by an officer of such Security Party as:

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