Due Authorisation; Enforceability; No Conflict Sample Clauses

Due Authorisation; Enforceability; No Conflict. The Financing Agreements and Project Agreements to which the Borrower is a party have been duly authorised by the Borrower. This Agreement has been duly executed by the Borrower and this Agreement constitutes, and the other Financing Agreements and Project Agreements to which the Borrower is a party, when executed and delivered, will constitute, valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms. The making of the Financing Agreements and Project Agreements and the compliance with the terms thereof: (1) will not result in violation of the Borrower's Charter, the Key Licenses or any provision contained in any law applicable to the Borrower; (2) will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which the Borrower is a party or by which the Borrower or any of its assets is bound; and (3) will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination (or any combination thereof), would constitute a default under any such agreement or instrument.
Sample 1See All (8)
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Due Authorisation; Enforceability; No Conflict. This Pre-Contract and other Transaction Documents to which it is a party, when executed and delivered, will constitute, valid and legally binding obligations of the Government of the Republic of Moldova, acting through the Agency of Public Property, and the Republic of Moldova. The making of this Pre-Contract and the other Transaction Documents to which it is a party and the compliance with the terms thereof: (b) Autorizația corespunzătoare; executare; lipsa conflictelor. Prezentul Antecontract și oricare Document al Tranzacției la care este parte, în momentul încheierii și livrării, vor constitui obligații valabile și obligatorii din punct de vedere juridic ale Guvernului Republicii Moldova, acționînd prin intermediul Agenției Proprietății Publice, și ale Republicii Moldova. Prezentul Antecontract și celelalte Documente ale Tranzacției la care este parte și conformitatea cu termenii expuși în prezentul: are not in breach of any laws applicable to the Seller; (i) nu încalcă niciuna din legile aplicabile Vînzătorului; will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which it is a party or by which it or any of its assets is bound; and (ii) nu vor fi în conflict cu sau nu vor încălca nicio prevedere a, sau nu vor necesita consimțămîntul conform, sau nu vor rezulta în impunerea oricărei grevări conform oricărui acord sau instrument la care este parte sau care creează obligativități pentru sine sau pentru activele sale; și will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination, or any combination thereof, would constitute a default under any such agreement or instrument. (iii) nu vor constitui o încălcare sau o situație care, prin notificări expediate, cu trecerea timpului sau prin efectuarea oricărei determinări, sau oricare combinație a acestora, va reprezenta o încălcare conform oricărui astfel de acord sau instrument.
Sample 1Sample 2See All (4)
Due Authorisation; Enforceability; No Conflict. This Agreement has been duly executed by each Party and this Agreement constitutes, when executed and delivered, will constitute, valid and legally binding obligations of each Party, enforceable in accordance with their respective terms. The making of the Agreement and the compliance with the terms thereof will not result in violation of the Parties’ constitutional documents or any provision contained in any law applicable to each Party.
Sample 1Sample 2Sample 3
Due Authorisation; Enforceability; No Conflict. The Financing Agreements to which the Borrower is a party have been duly authorised by the Borrower. This Agreement has been duly executed by the Borrower and this Agreement constitutes, and the other Financing Agreements to which the Borrower is a party, when executed and delivered, will constitute, valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganisation, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity. The making of the Financing Agreements and the compliance with the terms thereof: (1) will not result in violation of the Borrower’s Charter or any provision contained in any law applicable to the Borrower; (2) will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which the Borrower is a party or by which the Borrower or any of its assets is bound; and (3) will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination (or any combination thereof), would constitute a default under any such agreement or instrument.
Sample 1Sample 2
Due Authorisation; Enforceability; No Conflict. This Pre-Contract and other Transaction Documents to which it is a party, when executed and delivered, will constitute, valid and legally binding obligations of the Government of the Republic of Moldova, acting through the Agency of Public Property, and the Republic of Moldova. The making of this Pre-Contract and the other Transaction Documents to which it is a party and the compliance with the terms thereof: (b) Подтверждение полномочий; обязательность исполнения; ненарушение обязательств. Данный предварительный договор и другие документы по сделке, в которых продавец выступает как договаривающаяся сторона, станут после составления и выполнения действительными и юридически связывающими обязательствами правительства Республики Молдова, действующей при посредстве Агентства публичной, и Республики Молдова. Составление данного предварительного договора и других документов по сделке, в которых продавец выступает как договаривающаяся сторона и соблюдение условий, обозначенных в данных документах
Sample 1
Due Authorisation; Enforceability; No Conflict. The Financing Agreements to which the Borrower and each Subsidiary Guarantor is respectively a party have been duly authorised by each such party. This Agreement has been duly executed by the Borrower and this Agreement constitutes, and the other Financing Agreements when executed and delivered by the Borrower and each Subsidiary Guarantor, as applicable, will constitute, valid and legally binding obligations of each such party, enforceable in accordance with their respective terms. The entering into of the Financing Agreements and the compliance with the terms thereof by the Borrower and each Subsidiary Guarantor, as applicable: (1) will not result in violation of such party’s Charter, the Licences or any provision contained in any law applicable to such party; (2) will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which the Borrower or any Subsidiary Guarantor is a party or by which the Borrower, any Subsidiary Guarantor or any of their respective assets is bound; and (3) will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination (or any combination thereof), would constitute a default under any such agreement or instrument.
Sample 1
Due Authorisation; Enforceability; No Conflict. The Financing Agreements to which the Borrower is a party and the Acquisition Agreement to which CHS Europe is a party have been duly authorised by the Borrower and CHS Europe, as applicable. This Agreement has been duly executed by the Borrower and this Agreement constitutes, and the other Financing Agreements and the Acquisition Agreement to which CHS Europe is a party, when executed and delivered, will constitute, valid and legally binding obligations of the Borrower and CHS Europe (as applicable), enforceable in accordance with their respective terms subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganisation, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity. The making of the Financing Agreements and the Acquisition Agreement and the compliance with the terms thereof: (1) will not result in violation of the Borrower’s or, as applicable, CHS Europe’s Charter or any provision contained in any law applicable to the Borrower; (2) will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which any of the Borrower and CHS Europe is a party or by which the Borrower and CHS Europe or any of their assets are bound; and (3) will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination (or any combination thereof), would constitute a default under any such agreement or instrument.
Sample 1
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Due Authorisation; Enforceability; No Conflict. The Financing Agreements and Project Agreements to which the Borrower is a party have been duly authorised by the Borrower. This Agreement has been duly executed by the Borrower and this Agreement constitutes, and the other Financing Agreements and Project Agreements to which the Borrower is a party, when executed and delivered, will constitute, valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms. The making of the Financing Agreements and Project Agreements and the compliance with the terms thereof: (1) will not result in violation of the Borrower's Charter or any provision contained in any law applicable to the Borrower; (2) will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which the Borrower is a party or by which the Borrower or any of its assets is bound; and (3) will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination, or any combination thereof, would constitute a default under any such agreement or instrument.
Sample 1
Due Authorisation; Enforceability; No Conflict. The Financing Agreements to which the Borrower is a party have been duly authorised by the Borrower. This Agreement has been duly executed by the Borrower and this Agreement constitutes, and the other Financing Agreements to which the Borrower is a party, when executed and delivered, will constitute, valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms. The making of the Financing Agreements and the compliance with the terms thereof: (1) will not result in violation of the Borrower’s Charter or any provision contained in any law applicable to the Borrower; (2) will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which the Borrower is a party or by which the Borrower or any of its assets is bound; and (3) will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination (or any combination thereof), would constitute a default under any such agreement or instrument.
Sample 1

Related to Due Authorisation; Enforceability; No Conflict

  • Due Authorization; Enforceability The Depositor has full power and authority to execute, deliver, and perform this Agreement and the Transaction Documents to which it is a party and to carry out their respective terms. The Depositor has full power and authority to sell and assign the Assets. The execution, delivery, and performance by the Depositor of this Agreement and the Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary action. This Agreement and the Transaction Documents executed by the Depositor have been duly executed and delivered and constitute the valid and legally binding obligations of the Depositor enforceable against the Depositor in accordance with their terms.

  • Due Authorization, Enforceability; etc (i) (A) This Agreement has been duly authorized, executed and delivered by the Lease Indenture Trustee and the Lease Indenture Company, and (B) assuming the due authorization, execution and delivery of this Agreement by each party hereto other than the Lease Indenture Trustee and the Lease Indenture Company, this Agreement constitutes a legal, valid and binding obligation of the Lease Indenture Company and the Lease Indenture Trustee, enforceable against the Lease Indenture Company or the Lease Indenture Trustee, as the case may be, in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity. (ii) (A) Each of the other Operative Documents to which the Lease Indenture Trustee is or will be a party has been or when executed and delivered will be duly authorized, executed and delivered by the Lease Indenture Trustee, and (B) assuming the due authorization, execution and delivery of each of the other Operative Documents by each party thereto other than the Lease Indenture Trustee, each of the other Operative Documents to which the Lease Indenture Trustee is or will be a party constitutes or when executed and delivered will be a legal, valid and binding obligation of the Lease Indenture Trustee, enforceable against the Lease Indenture Trustee in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity.

  • Due Authorization and Enforceability The Company has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

  • Due Authorization; No Conflicts The execution and delivery by Buyer of this Agreement, and the performance by Buyer of its obligations hereunder, have been duly authorized by all necessary actions on the part of Buyer and do not and, under existing facts and Law, shall not: (i) contravene its certificate of incorporation or any other governing documents;

  • Authorization; Enforceability The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

  • 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.

  • Due Authorization; No Conflict The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

  • Enforceability; Authority; No Conflict (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions. (b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

  • Existence; Authority; Enforceability Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

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