Due Authorization; Enforceability; No Conflict Sample Clauses

Due Authorization; Enforceability; No Conflict. Each party represents and warrants to each other party that: (a) the execution and delivery of this Agreement by such party and the performance by such party of its obligations hereunder have been duly authorized by all necessary actions on the part of such party, (b) this Agreement has been duly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms except to the extent limited by general principles of equity and bankruptcy, insolvency or similar laws and general equitable principles affecting the rights of creditors generally and (c) the execution and delivery of this Agreement by such party and the performance by such party of its obligations hereunder (i) do not conflict with such party’s organizational or governing documents and (ii) do not conflict with, result in a breach or violation of, or constitute a default under any law, regulations, rule or any order of any governmental authority applicable to such party or any material contract to which such party or such party’s property is bound.
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Due Authorization; Enforceability; No Conflict. (a) The execution, delivery and performance of this Agreement and the Horizon Transfer Documents have been duly authorized by all requisite corporate action on the part of Horizon. This Agreement has been duly executed and delivered by Horizon and constitutes, and each of the Horizon Transfer Documents when executed and delivered will constitute, the valid and binding obligation of Horizon, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto or any other Schedule to this Agreement, the execution, delivery and performance by Horizon of this Agreement and the Horizon Transfer Documents and the consummation of the transactions contemplated hereby and thereby will not: (i) violate any provision of the Certificate of Incorporation or By-laws of Horizon; (ii) result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate any provision of any judicial or administrative order, award, judgment or decree applicable to any Horizon; (iv) conflict with, result in a material breach of or constitute a default under any agreement or instrument to which Horizon is a party or by which it is bound; (v) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to any Horizon; or (vi) except for the consents and approvals listed on Schedule 4.2 hereto (collectively, the "Consents"), require Horizon to obtain the consent, approval or authorization of, or require Horizon to file any certificate, notice, application, report or other document with, any federal, state or local governmental authority or agency or other person or entity. (b) On the Closing Date, the execution, delivery and performance of the Company Transfer Documents shall have been duly authorized by all requisite corporate action on the part of the Company, and each of the Company Transfer Documents will have been duly executed and delivered by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto (as updated as of th...
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Due Authorization; 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, as or when executed and delivered, constitute or will constitute valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms. The making of the Financing Agreements, Project Agreements and other Material Agreements and the compliance with the terms thereof: (1) will not result in the 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.
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Due Authorization; Enforceability; No Conflict. Each of the Shareholders represents and warrants to Parent with respect to such Shareholder that the Shareholder has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all actions necessary to secure all approvals required in connection therewith. The Shareholder is a competent adult. This Agreement has been duly executed and delivered by the Shareholder and constitutes the valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms. The execution and delivery of this Agreement do not, and the performance will not, (a) violate or conflict with any permit, order, license, decree, judgment, statute, law, ordinance, rule or regulation applicable to the Shareholder or (b) result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or result in the creation of any mortgage, pledge, lien, encumbrance, charge, or other security interest (a "Lien") on any of the properties or assets of the Shareholder pursuant to, or require the consent of any party to any mortgage, indenture, lease, contract or other agreement or instrument, bond, note, concession or franchise applicable to the Shareholder or any of its properties or assets, except, in the case of this clause (c) only, where such conflict, violation, default, termination, cancellation or acceleration would not have and could not reasonably be expected to prevent the consummation of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to the Shareholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Sample 1
Due Authorization; Enforceability; No Conflict. Execution and entry into this Agreement has been duly authorized by CGS, and this Agreement, when executed and delivered, will constitute, valid and legally binding obligations of CGS, enforceable in accordance with its terms. The making of this Agreement and the compliance with the terms hereof: (b)
Sample 1
Due Authorization; Enforceability; No Conflict. This Agreement has been duly authorized and executed by the Company and constitutes valid and legally binding obligations of the Company, enforceable in accordance with their terms. The making of this Agreement, the compliance with the terms thereof, and the issuance of any share capital to IFC pursuant to this Agreement: (i) will not result in the violation of the Charter of the Company or its Subsidiaries, or any provision contained in any law applicable to the Company or its Subsidiaries; (ii) 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 Company or its Subsidiaries is a party or by which, the Company or its Subsidiaries, or any of their respective assets is bound; and (iii) 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, including without limitation under any of the Concession Documents.
Sample 1
Due Authorization; Enforceability; No Conflict. The Financing ---------------------------------------------- Agreements to which the Borrower is a party (other than the [third party lender] Loan Agreement, the [third party lender] Agreement and the Purchase Agreement) have been duly authorized by the Borrower's extraordinary general shareholders' meeting held on April 13, 2000, the Board of Directors of the Borrower and/or are on the agenda for the annual general shareholders' meeting scheduled to be held on June 30, 2000, as the case may be, and if the Financing Agreements which are on the agenda for such annual general shareholders' meeting are approved at such meeting and the [third party lender] Loan Agreement and the [third party lender] Agreement are approved by the Board, no other corporate action on the part of the Borrower is necessary to authorize the Borrower to enter into and perform its obligations under the Financing Agreements (other than the Purchase Agreement) to which it is a party. 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 against the Borrower in accordance with their respective terms. The making of the Financing Agreements and the compliance by the Borrower with the terms thereof: (i) will not result in violation of the Borrower's Charter and, subject to obtaining the governmental licenses, approvals, consents, filings and registrations set forth in Schedule 2.02(c) hereto and Schedule 2.08(f) of the Primary Agreement, will not result in any material violation of any provision contained in any law applicable to the Borrower; (ii) except as set forth in Schedule 2.01(d)(iii), 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 material agreement or instrument to which the Borrower is a party or by which the Borrower or any of its assets is bound; and (iii) except as set forth in Schedule 2.01(d)(iii), will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination by any relevant Person, or any combination thereof, would constitute a default under any such agreement or instrument.
Sample 1
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Due Authorization; Enforceability; No Conflict. The execution, delivery and performance of this Agreement and the Arrow Transfer Documents have been duly authorized by all requisite corporate action on the part of Arrow. This Agreement has been duly executed and delivered by Arrow and constitutes, and each of the Arrow Transfer Documents when executed and delivered will constitute, the valid and binding obligation of Arrow, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 5.2 attached hereto or on any other Schedule to this Agreement, the execution, delivery and performance by Arrow of this Agreement and the Arrow Transfer Documents and the consummation of the transactions contemplated hereby and thereby will not: (i) violate any provision of the Certificate of Incorporation or By-laws of Arrow; (ii) result in the creation by Arrow of any Encumbrances upon any of the Arrow Shares; (iii) violate any provision of any judicial, arbitral or administrative order, award, judgment or decree applicable to Arrow; (iv) conflict with, result in a material breach of or constitute a default under any agreement or instrument to which Arrow is a party or by which it is bound; (v) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to Arrow; or
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Related to Due Authorization; 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.

  • 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.

  • 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.

  • 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 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;

  • 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.

  • 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 Execution; Enforceability The Transaction Documents have been or will be duly executed and delivered by Seller, for good and valuable consideration. The Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

  • Due Authorization, etc The Transaction Documents have been, and each instrument provided for herein or therein to which Buyer is a party will be, when executed and delivered as contemplated hereby, duly authorized, executed and delivered by Buyer and the Transaction Documents constitute, and each such instrument will constitute, when executed and delivered as contemplated hereby, legal, valid and binding obligations of the Buyer enforceable in accordance with their terms.

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