Corporate Powers; Consents; Absence of Conflicts, Etc. Buyer has the requisite power and authority to conduct its business as now being conducted, to enter into this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Buyer of this Agreement and the consummation of the Transaction by Buyer:
(a) are within Buyer's corporate powers and are not in contravention of the terms of its Restated Articles of Incorporation or Amended and Restated Bylaws, each as amended to date, and have been approved by all requisite corporate and shareholder action;
(b) except as otherwise expressly provided in this Agreement or as set forth on Schedule 3.02(b), do not require any approval or consent of, or filing with, any Governmental Authority;
(c) do not conflict with, or result in any breach or contravention of, any material agreement to which Buyer is a party or by which it is bound; and
(d) do not violate any Legal Requirement to which Buyer may be subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. Buyer has the requisite power and authority to conduct its business as now being conducted, to enter into this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated herein by it:
(a) are within its partnership powers and are not in contravention of the terms of its governing documents, as amended to date, and have been approved by all requisite partnership action;
(b) do not conflict with or result in any breach or contravention of, any material agreement to which Buyer is a party or by which it is bound; and
(c) do not violate any Legal Requirement to which Buyer may be subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. Seller has the requisite power and authority to conduct its business as now being conducted, to enter into this agreement and to perform its obligations hereunder. The execution, delivery and performance by Seller of this agreement and the Closing Documents to which Seller is or becomes a party and the consummation by Seller of the transactions contemplated by this agreement:
(a) are within Seller’s powers, are not in contravention of its articles of incorporation, bylaws and other governing documents, and have been duly authorized by all appropriate corporate and shareholder or member action;
(b) do not conflict with, result in any breach or contravention of, or permit the acceleration of the maturity of, any liabilities of Seller (other than Excluded Liabilities satisfied as of the Closing Date), and do not create or permit the creation of any Encumbrance on or affecting any of the Assets;
(c) assuming the Attorney General does not object to the consummation of the transactions described herein and subject to compliance with all applicable requirements of the HSR Act with respect to the transactions contemplated by this agreement (including the expiration or termination of all waiting periods under the HSR Act), do not violate any Legal Requirement to which Seller or the Assets may be subject; and
(d) assuming the receipt of all consents set forth in Schedule 3.02, do not conflict with or result in a breach or violation of any material Contract to which Seller is a party or by which it is bound.
Corporate Powers; Consents; Absence of Conflicts, Etc. Each of Vanguard and Buyer has the requisite power and authority to conduct its business as now being conducted, to enter into this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Vanguard and Buyer of this Agreement and the Closing Documents to which they are or become a party and the consummation by Vanguard and Buyer of the transactions contemplated herein and therein:
(a) are within their respective corporate or partnership powers and are not in contravention of the terms of their respective certificates of incorporation and bylaws or partnership agreements, as amended to date, and have been approved by all requisite corporate or partnership action;
(b) do not conflict with or result in any breach or contravention of, any material agreement to which Vanguard or Buyer is a party or by which either is bound; and
(c) do not violate any Delaware or Texas law to which Vanguard or Buyer may be subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. Parent and Buyer have the requisite power and authority to conduct their respective businesses as now being conducted, to enter into this Agreement, and to perform their obligations hereunder. The execution, delivery and performance by Parent and Buyer of this Agreement and any document, instrument or agreement in connection therewith to which either is or becomes a party and the consummation by Parent and Buyer of the transactions contemplated herein and therein:
(a) are within their respective corporate powers and are not in contravention of the terms of their respective certificates of incorporation and bylaws, as amended to date, and have been approved by all requisite corporate action;
(b) do not conflict with or result in any breach or contravention of, any material agreement to which either Parent or Buyer is a party or by which either is bound; and
(c) do not violate any Legal Requirement to which Parent or Buyer may be subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. Each of Buyer and Vanguard has the requisite power and authority to conduct its business as now being conducted, to enter into this Agreement, and to perform its obligations hereunder (the board of directors of each of Vanguard and the Buyer having approved their execution of this Agreement and the purchase of the Seller Assets by Buyer). The execution, delivery and performance by Buyer and Vanguard of this Agreement and the consummation of the transactions contemplated herein by each of them:
(a) are within their corporate powers and are not in contravention of the terms of their articles or certificates of incorporation and bylaws, as amended to date, and have been approved by all requisite corporate action;
(b) do not conflict with or result in any breach or contravention of, any material agreement to which either Buyer or Vanguard is a party or by which it is bound, except that consummation of the transactions contemplated by this Agreement requires the consent of Vanguard's lenders under the terms of its principal credit agreement and the consent of Xxxxxx Xxxxxxx Capital Partners III, L.P. and Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital Partners IV, L.P. pursuant to section 4.02(a) of the Shareholders Agreement; and
(c) do not violate any Legal Requirement to which Buyer or Vanguard may be subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. Each of VHFC, Vanguard and Buyer has the requisite power and authority to conduct its business as now being conducted, to enter into this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by VHFC, Vanguard and Buyer of this Agreement and the Closing Documents to which they are or become a party and the consummation by VHFC, Vanguard and Buyer of the transactions contemplated herein and therein:
(a) are within their respective corporate powers and are not in contravention of the terms of their articles or certificates of incorporation and bylaws, as amended to date, and have been approved by all requisite corporate action;
(b) do not conflict with or result in any breach or contravention of, any material agreement to which VHFC, Vanguard or Buyer is a party or by which either is bound; and
(c) do not violate any Delaware or Illinois law to which VHFC, Vanguard or Buyer may be subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. Each of Buyer, Vanguard and San Antonio Partners has the requisite power and authority to conduct its business as now being conducted, to enter into this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Buyer, Vanguard and San Antonio Partners of this Agreement and the consummation of the transactions contemplated herein by it:
(a) are within its partnership or corporate powers and are not in contravention of the terms of its governing documents, as amended to date, and have been approved by all requisite partnership or corporate action;
(b) do not conflict with or result in any breach or contravention of, any material agreement to which Buyer, Vanguard or San Antonio Partners is a party or by which it is bound; and
(c) do not violate any Legal Requirement to which Buyer, Vanguard or San Antonio Partners may be subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. The ------------------------------------------------------ execution, delivery and performance of this Agreement by Seller and all other agreements referenced herein or ancillary hereto to which it is a party and the consummation of the transactions contemplated herein by Seller: (i) are within its corporate powers, are not in contravention of law or of the terms of its articles of incorporation, bylaws or any amendments thereto and have been duly authorized by all appropriate corporate action; (ii) to Seller's knowledge, except for notification to the Arkansas Health Department and except as otherwise expressly provided in this Agreement, do not require any approval or consent of, or filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (iii) except as set forth in Schedule 1.1E and Schedule 3.6 will neither conflict with nor result in any material breach or contravention of, nor permit the acceleration of the maturity of the Assumed Liabilities, or the creation of any lien, charge or encumbrance affecting any Assets; (iv) to Seller's knowledge, except for notification to the Arkansas Health Department, will not violate any statute, law, rule or regulation of any governmental authority to which Seller or the Assets are subject; and (v) will not violate any judgment of any court or governmental authority to which Seller or the Assets is subject.
Corporate Powers; Consents; Absence of Conflicts, Etc. The ------------------------------------------------------ execution, delivery and performance of this Agreement by SAFECARE and all other agreements referenced herein or ancillary hereto to which it is a party and the consummation of the transactions contemplated herein by SAFECARE: (i) are within its corporate powers, are not in contravention of law or of the terms of its articles of incorporation, bylaws or any amendments thereto and have been duly authorized by all appropriate corporate action; (ii) to SAFECARE's knowledge, and except as otherwise expressly herein provided, do not require any approval or consent of, or filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (iii) will not violate any statute, law, rule or regulation of any governmental authority known to SAFECARE to which SAFECARE or the SAFECARE Real Property may be subject; and (iv) will not violate any judgment of any court or governmental authority to which SAFECARE or the SAFECARE Real Property is subject.
