Corporate Authorization; Conflicts Sample Clauses
The "Corporate Authorization; Conflicts" clause establishes that a company has obtained all necessary internal approvals and legal authority to enter into the agreement, and that doing so does not conflict with its governing documents or other obligations. In practice, this means the company’s board or authorized officers have formally approved the transaction, and the agreement does not violate any existing contracts, laws, or corporate bylaws. This clause ensures that the company is legally empowered to proceed and protects the other party from disputes arising from unauthorized or conflicting commitments.
Corporate Authorization; Conflicts. This Agreement and the other Facility Documents have been duly authorized, executed and delivered by each Loan Party. The execution, delivery and performance of the Facility Documents by each Loan Party that is a party thereto and the consummation of the transactions contemplated herein and therein will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets of any such Loan Party pursuant to, any agreement, document or instrument to which such Loan Party is a party or by which any Loan Party is bound or to which any of the assets or property of any Loan Party is subject, except, with respect to this clause (a), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (b) result in any material violation of, or conflict in any material respect with, any of the provisions of the Organizational Documents, (c) result in the material violation of any Applicable Law, or (d) result in the material violation of any judgment, order, rule, corporate integrity agreement, regulation, determination or decree of any Governmental Authority.
Corporate Authorization; Conflicts. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the Transactions, including the issuance of the Class A Shares, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets of the Company pursuant to any agreement, document or instrument to which the Company is a party or by which the Company is bound or to which any of the assets or property of the Company is subject, except, with respect to this clause (i), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) result in any violation, or conflict with any, of the Organizational Documents of the Company, or (iii) result in the violation of any Applicable Law (including the rules and regulations of the Exchange), or any judgment, order or decree of any Governmental Authority binding upon the Company, except, with respect to this clause (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No vote or approval of the Company’s stockholders is required in connection with this Agreement or any of the Transactions, including the issuance of the Class A Shares, under the Organizational Documents of the Company, the Delaware General Corporation Law, as amended, the rules and regulations of the Exchange or otherwise.
Corporate Authorization; Conflicts. This Agreement and the other Facility Documents have been duly authorized, executed and delivered by each Loan Party and, to the extent applicable, the holders of the Borrower’s Stock. The execution, delivery and performance of the Facility Documents by each Loan Party party thereto and the consummation of the transactions contemplated herein and therein will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Facility Documents) upon any assets of any TOI Party pursuant to, any agreement, document or instrument to which such Loan Party is a party or by which any Loan Party is bound or to which any of the assets or property of any Loan Party is subject (including any PA Document), except, with respect to this clause (a), as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (b) result in (x) any violation, or conflict with any, of the provisions of the Organizational Documents or (y) any material violation of, or conflict in any material respect, any of the provisions of the PA Documents, (c) result in the violation of any Applicable Law, except, with respect to this clause (c), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (d) result in the violation of any judgment, order, rule, corporate integrity agreement, regulation, determination or decree of any Governmental Authority, or (e) affect any TOI Party’s or any Subsidiary of a TOI Party’s right to receive, or reduce the amount of, payments and reimbursements from Third Party Payors, or materially adversely affect any Health Care Permit of itself or any TOI Party.
Corporate Authorization; Conflicts. This Agreement and the other Facility Documents have been duly authorized, executed and delivered by each Loan Party and, to the extent applicable, the holders of the Borrower’s Stock. The execution, delivery and performance of the Facility Documents by each Loan Party that is a party thereto and the consummation of the transactions contemplated herein and therein do not and will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or (other than pursuant to the Facility Documents) result in the creation or imposition of any Lien upon any assets of any such Loan Party pursuant to, any agreement, document or instrument to which such Loan Party is a party or by which any Loan Party is bound or to which any of the assets or property of any Loan Party is subject, except, with respect to this clause (a), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (b) result in any violation of, or conflict with, the provisions of the Organizational Documents, (c) result in the violation of any Applicable Law except, with respect to this clause (c), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (d) result in a violation of any judgment, order, rule, regulation or decree of any Governmental Authority, except, with respect to this clause (d), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Corporate Authorization; Conflicts. This Agreement has been, and as of the Closing Date, each of the other Loan Documents shall be, duly authorized, executed and delivered by the Borrower and the Guarantors, as applicable. The execution, delivery and performance of the Loan Documents by the Borrower and the Guarantors, as applicable, and the consummation of the Transactions and the granting of any Liens or other security interests to be granted by the Borrower or the Guarantors pursuant to this Agreement and the Collateral Documents, as applicable, will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created or imposed pursuant to the Collateral Documents) upon any assets of the Borrower or the Guarantors pursuant to any agreement, document or instrument to which the Borrower or any Guarantor is a party or by which the Borrower or any Guarantor is bound or to which any of the assets or property of the Borrower or any Guarantor is subject, except, with respect to this clause (a), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (b) result in any violation, or conflict with any, of the Organizational Documents of the Borrower or any Guarantor, (c) result in the violation of any Applicable Law except, with respect to this clause (c), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (d) result in the violation of any judgment, order, rule, corporate integrity agreement, regulation, determination or decree of any Governmental Authority binding upon the Borrower or any Guarantor.