Common use of DUE AUTHORIZATION AND ABSENCE OF BREACH Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Earthcare Co), Stock Purchase Agreement (Earthcare Co), Merger Agreement (Earthcare Co)

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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 CompanyCorporations; (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 Company Corporations 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 Company Corporations or its their assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Fuel Services Corp)

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 Partnership or By-Laws Partnership Agreement 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 Selleror; or (iii) except as set forth on Schedule 4-S P 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Earthcare Co)

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DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other agreements of the Seller Shareholders and Company contemplated hereunder constitute valid and binding obligations of the SellerShareholders 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 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 Sellerany Shareholder; or (iii) except as set forth on Schedule 4-S 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 any Shareholder or the Company or its assets.

Appears in 1 contract

Samples: Merger Agreement (Earthcare Co)

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