DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other agreements of the Seller contemplated hereunder constitute valid and binding obligations of the Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement (or any agreement contemplated hereunder) nor the consummation of the transactions contemplated hereby will: (i) conflict with or violate any provision of the Articles of Incorporation or By-Laws of the Company; (ii) conflict with or violate any decree, writ, injunction or order of any court or administrative or other governmental body which is applicable to, binding upon or enforceable against the Company or Seller; or (iii) except as set forth on Schedule 4-S result in any breach of or default (or give rise to any right of termination, cancellation or acceleration) under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller or the Company or its assets.
DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other agreements of the Sellers contemplated hereunder constitute valid and binding obligations of the Sellers, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement (or any agreement contemplated hereunder) nor the consummation of the transactions contemplated hereby will: (i) conflict with or violate any provision of the Articles of Incorporation or By-Laws of any of the Companies; (ii) conflict with or violate any decree, writ, injunction or order of any court or administrative or other governmental body which is applicable to, binding upon or enforceable against any of the Companies or Sellers.
DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other agreements of the Seller contemplated hereunder constitute valid and binding obligations of the Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement (or any agreement contemplated hereunder) nor the consummation of the transactions contemplated hereby will; (i) conflict with or violate any provisions of the Articles of Incorporation or By-Laws of Seller or of any of the Companies; (ii) conflict with or violate any decree, writ, injunction or order of any court or administrative or other governmental body which is applicable to, binding upon or enforceable against any of the Companies or Seller; or (iii) except as set forth on Schedule 4-S result in any breach of or default (or give rise to any right of termination, cancellation or acceleration) under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller or any of the Companies or assets of the Companies.
DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other --------------------------------------- agreements of the Seller contemplated hereunder constitute valid and binding obligations of the Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement (or any agreement contemplated hereunder) nor the consummation of the transactions contemplated hereby will: (i) conflict with or violate any provision of the Articles of Incorporation or By-Laws of the Corporations; (ii) conflict with or violate any decree, writ, injunction or order of any court or administrative or other governmental body which is applicable to, binding upon or enforceable against any of the Corporations or Seller; or (iii) result in any breach of or default (or give rise to any right of termination, cancellation or acceleration) under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller or any of the Corporations or their assets.
DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other agreements of the Seller contemplated hereunder constitute valid and binding obligations of the Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement (or any agreement contemplated hereunder) nor the consummation of the transactions contemplated hereby will: (i) conflict with or violate any provision of the Articles of Incorporation or By-Laws of the Company;
DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other agreements of Shareholders and Company contemplated hereunder constitute valid and binding obligations of Shareholders and Company, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement (or any agreement contemplated hereunder) nor the consummation of the transactions
DUE AUTHORIZATION AND ABSENCE OF BREACH. Subject to the approval of this transaction by the Boards of Directors of Atio (PTY) and Atio International as contemplated in Section 6.8 below and the receipt of Reserve Bank approval as contemplated in Section 6.7 below, the execution, delivery and performance of this Agreement by Atio (PTY) and Atio International and the consummation by Atio (PTY) of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Atio (PTY) and Atio International. This Agreement has been duly executed and delivered by Atio (PTY) and Atio International and, subject to the approval of this transaction by the Boards of Directors of Atio (PTY) and Atio International as contemplated in
DUE AUTHORIZATION AND ABSENCE OF BREACH. The execution, delivery and performance of this Agreement by Atio Int and Atio Pty and the consummation by Atio Int and Atio Pty of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Atio Int and Atio Pty. This Agreement has been duly executed and delivered by Atio Int and Atio Pty and is a valid and binding obligation of Atio Int and Atio Pty, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement by Atio Int or Atio Pty nor the consummation by Atio Int or Atio Pty of the transactions contemplated hereby will: (a) violate any provision of the Memorandum and Articles of Association of Atio Int or Atio Pty or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body that is either applicable to, binding upon or enforceable against Atio Int or Atio Pty; or (b) result in any breach of or default under any mortgage, contract, agreement, indenture, will, trust or other instrument that is either binding upon or enforceable against Atio Int or Atio Pty or the assets or properties of Atio Int or Atio Pty; or (c) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Atio Int, Atio Pty, Atio USA, Venturian, Xxxxxx or the assets or properties of any of them, except for any right or claim that is related to any claim against Venturian Software Enterprises, Inc. prior to the date of this Agreement. Neither Atio Int nor Atio Pty will enter into any other agreement, grant any license, undertake any obligation or commit any act which would prevent its performance or limit the rights of Atio USA, Venturian or Xxxxxx hereunder.
DUE AUTHORIZATION AND ABSENCE OF BREACH. Neither the execution and delivery of this Agreement (or any agreement contemplated hereunder) nor, subject to confirmation of the Plan and court approval, the consummation of the transactions contemplated hereby will: (i) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Commander; (ii) conflict with or violate any decree, writ, injunction or order of any court or administrative or other governmental body which is applicable to, binding upon or enforceable against Commander or AGI; or (iii) result in any breach of or default (or give rise to any right of termination, cancellation or acceleration) under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against AGI or Commander or its assets; provided that the revisions to the DIP Financing contemplated hereby is subject to the approval of the Court.
DUE AUTHORIZATION AND ABSENCE OF BREACH. The execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Hitachi. This Agreement has been duly executed and delivered by Hitachi and is a valid and binding obligation of Hitachi, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or violate any provisions of (i) the charter of Hitachi, (ii) any law, ordinance or regulation, or (iii) any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Hitachi; (b) result in any breach of or default under any mortgage, contract, agreement, indenture, trust, or other instrument which is either binding upon or enforceable against Hitachi; or (c) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Deere.
