Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and binding legal obligations of Buyer, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Xxxxx. This Agreement has been duly and validly executed and delivered by Xxxxx and constitutes the legal, valid and binding obligation of Xxxxx, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Xxxxx is subject; and (iv) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, would result in a default), or the creation of an Encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease, or other agreement to which Xxxxx is a party, in each case, which failure, violation, conflict or breach would, in the aggregate, materially hinder or impair the consummation of the transactions contemplated by this Agreement.
Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by the Purchaser of this Agreement and the other documents referenced herein and the consummation by the Purchaser of the transactions contemplated hereby has been duly authorized by all necessary action on the part of each Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.
Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Sellers of this Agreement and the other documents referenced herein and the consummation by Sellers of the transactions contemplated hereby has been duly authorized by all necessary action on the part of Sellers. This Agreement has been duly and validly executed and delivered by Sellers and constitutes the legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. The execution, delivery and performance of this Agreement and the consummation by Sellers of the transactions contemplated hereby do not violate or conflict with any applicable law or any agreement, order, judgment or decree to which Sellers are a party or by which Sellers or any of his assets are bound.
Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations or exemptions referred to in Section 5.3 hereof, (i) violate any provision of any law, rule or regulation to which Purchaser is subject; (ii) violate any order, judgment or decree applicable to Purchaser; or (iii) conflict with, or result in a breach or default under, the certificate of incorporation or by-laws of Purchaser; except, in each case, for violations, conflicts, breaches, defaults, terminations or modifications which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated by this Agreement.
Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery, and performance by EHI and Sub of this Agreement and the consummation by EHI and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of EHI and Sub. This Agreement has been duly and validly executed and delivered by EHI and Sub and constitutes the legal, valid, and binding obligation of EHI and Sub, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The consummation by EHI and Sub of the transactions contemplated hereby will not violate any provision of, or constitute a default under, any contract or other agreement to which EHI or Sub is a party or by which either of them is bound, or conflict with its charter or by-laws, other than violations, defaults or conflicts that would not materially and adversely affect the ability of EHI or Sub to consummate the transactions contemplated by this Agreement.
Due Authorization, Execution and Delivery; Effect of Agreement. ATL has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by ATL of this Agreement and the consummation by ATL of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ATL. This Agreement has been duly and validly executed and delivered by ATL and constitutes the legal, valid and binding obligation of ATL, enforceable against ATL in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally. The execution, delivery and performance by ATL of this Agreement and the consummation by ATL of the transactions contemplated by the Transfer does not, and will not, with or without the giving of notice or the lapse of time, or both: (i) violate any provision of law, rule or regulation to which ATL is subject; (ii) violate any order, judgment or decree applicable to ATL; (iii) conflict with, or result in a breach or default under, the Certificate of Incorporation or Bylaws of ATL; or (iv) conflict with, or result in a breach or default under, any contract to which it is a party; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby or have a material adverse effect on the Business.
Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery and performance by EVI and Sub of this Agreement and the consummation by EVI and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of EVI and Sub. This Agreement has been duly and validly executed and delivered by EVI and Sub and constitutes the legal, valid and binding obligation of EVI and Sub, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The consummation by EVI and Sub of the transactions contemplated hereby will not violate any provision of, or constitute a default under, any contract or other agreement to which EVI or Sub is a party or by which either of them is bound, or conflict with its charter or by-laws, other than violations, defaults or conflicts that would not Materially and adversely affect the ability of EVI or Sub to consummate the transactions contemplated by this Agreement.
Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Xxxxx. This Agreement has been duly and validly executed and delivered by Xxxxx and constitutes the legal, valid and binding obligation of Xxxxx, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other
Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Berry of this Agreement and xxx xonsummation by Berry of the transactions coxxxxxlated hereby have been duly authorized by all necessary corporate action on the part of Berry. This Agreement has bxxx xuly and validly executed and delivered by Berry and constitutes the lexxx, valid and binding obligation of Berry, enforceable against xx xx accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Berry of this Agreement and xxx xonsummation by Berry of the transactions coxxxxxlated hereby (i) do not require the consent, approval, clearance, waiver, order or
