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.
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.
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.
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...
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.
