Due Authorization of Agreement; No Conflict With Other Instruments Sample Clauses

Due Authorization of Agreement; No Conflict With Other Instruments. Orion has full power and authority and has taken all necessary action to execute, deliver and consummate this Agreement and to perform all the terms and conditions hereof to be performed by Orion. This Agreement is a valid and binding obligation of Orion enforceable against Orion in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. The execution and delivery by Orion of this Agreement, the consummation by Orion of the transactions which this Agreement contemplates will be consummated by Orion, and Orion's fulfillment of and compliance with the terms and provisions hereof applicable to Orion, do not and will not (i) violate any law applicable to Orion, or (ii) conflict with, result in a breach of or constitute a default under Orion's articles of incorporation or bylaws.
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Due Authorization of Agreement; No Conflict With Other Instruments. DACOM has full power and authority and has taken all necessary action to execute, deliver and consummate this Agreement and to perform all the terms and conditions hereof to be performed by DACOM. This Agreement is a valid and binding obligation of DACOM enforceable against DACOM in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. The execution and delivery by DACOM of this Agreement, the consummation by DACOM of the transactions which this Agreement contemplates will be consummated by DACOM, and DACOM's fulfillment of and compliance with the terms and provisions hereof applicable to DACOM, do not and will not (i) violate any law applicable to DACOM, or (ii) conflict with, result in a breach of or constitute a default under the instruments and documents under which DACOM is organized and by which DACOM is governed.
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Due Authorization of Agreement; No Conflict With Other Instruments. Such Shareholder has full power and authority and has taken all necessary action to execute, deliver and consummate this Agreement and to perform all the terms and conditions hereof to be performed by such Shareholder. This Agreement is a valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. Except as disclosed in the Disclosure Schedule, the execution and delivery by such Shareholder of this Agreement, the consummation by such Shareholder of the transactions which this Agreement contemplates will be consummated by such Shareholder, and such Shareholder's fulfillment of and compliance with the terms and provisions hereof applicable to such Shareholder, do not and will not (i) violate any law applicable to such Shareholder, (ii) conflict with, result in a
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Due Authorization of Agreement; No Conflict With Other Instruments. Lobdxxx xxx all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Lobdxxx xxx the consummation by Lobdxxx xx the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Lobdxxx xxx necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement by the holders of at least a majority of the outstanding shares of Class A and Class B common stock of Lobdxxx xxxitled to vote in accordance with the MBCA and Lobdxxx'x Xxxicles of Incorporation and Bylaws). The Board of Directors of Lobdxxx xxx determined that it is advisable and in the best interest of the Lobdxxx xxxreholders for Lobdxxx xx enter into a business combination with Newco upon the terms and subject to the conditions of this Agreement, and has unanimously recommended that the Lobdxxx xxxreholders approve and adopt this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by Lobdxxx xxx, assuming the due authorization, execution and delivery by Parent and Newco constitutes a legal, valid and binding obligation of Lobdxxx xxxorceable against Lobdxxx xx accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of
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Due Authorization of Agreement; No Conflict With Other Instruments. (a) Each of CCT, BMR and the Members has all necessary power and authority, and each has taken all necessary action: (i) to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated by this Agreement and the Ancillary Documents; and (ii) to perform all the obligations hereunder and thereunder to be performed by each such party. This Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly executed and delivered, are, and will be, valid and binding obligations of BMR, CCT and the Members, enforceable against such parties in accordance with their respective terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. (b) Subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act, the execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and provisions hereof and thereof do not: (i) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to CCT, BMR or the Members; (ii) contravene, conflict with, result in a breach or violation of or constitute a default under the articles of incorporation, operating agreement, bylaws, resolutions, or any other governing or charter documents of CCT or BMR; (iii) subject to obtaining Third Party Consents referenced in Section 5.10 below, conflict with, result in a breach of or violation of, or constitute a default under or accelerate or permit the acceleration of the performance required by, any agreement or instrument to which CCT, BMR or the Members are a party or by which CCT, BMR or the Members are bound; (iv) result in the creation of any Lien, upon the CCT Acquired Stock or any of the Combined Assets under any such agreement or instrument; or (v) terminate or give any party thereto the right to terminate any such agreement or instrument referenced in Section 3.02(b)(iv) (it being understood that the assignment of certain of the CCT Contracts and the BMR Contracts require third party consents to the transfers hereunder, as disclosed in the Disclosure Schedule...
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Due Authorization of Agreement; No Conflict With Other Instruments. Palm Desert has full power and authority and has taken all necessary and proper action to authorize the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all terms and conditions hereof to be performed by Palm Desert. This Agreement constitutes the valid and legally binding obligation of Palm Desert and is enforceable against it in accordance with its terms. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of, and compliance with, the terms and provisions hereof do not and will not (i) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Palm Desert; (ii) conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of Palm Desert's Articles of Incorporation or By-laws; (iii) conflict with, result in a breach of or constitute a default under or accelerate or permit the acceleration of the performance required by, any agreement or instrument to which Palm Desert is a party or by which it is bound; (iv) result in the creation of any lien, charge, or encumbrance upon any of the Assets to be Acquired under any such agreement or instrument; or (v) terminate or give any party thereto the right to terminate any such agreement or instrument, except such breaches, defaults, liens, charges, encumbrances, or rights of acceleration or termination as have been consented to or waived by the other party or parties to such agreement or instrument or by Database.
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Due Authorization of Agreement; No Conflict With Other Instruments. Database has full power and authority and has taken all necessary and proper action to authorize the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all terms and conditions hereof to be performed by Database. This Agreement constitutes the valid and legally binding obligation of Database and is enforceable against them in accordance with its terms. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of, and compliance with, the terms and provisions hereof do not and will not (i) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Database; (ii) conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of Database's Articles of Incorporation or By-laws; (iii) conflict with, result in a breach of or constitute a default under or accelerate or permit the acceleration of the performance required by any agreement or instrument to which Database is a party or by which it is bound; (iv) result in the creation of any lien, charge, or encumbrance upon any of Database's assets under any such agreement or instrument; or (v) terminate or give any party thereto the right to terminate any such agreement or instrument, except a breach, default, lien, charge, encumbrance, or right of acceleration or termination which has been consented to or waived by the other party or parties to such agreement or instrument or by Palm Desert.
Sample 1
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Related to Due Authorization of Agreement; No Conflict With Other Instruments

  • No Conflict With Other Instruments The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject.

  • 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, Enforcement, Compliance with Other Instruments (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and assuming the execution and delivery thereof and acceptance by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

  • 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.

  • Compliance with Laws, Other Instruments, Etc The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

  • NO CONFLICT WITH EXISTING OBLIGATIONS Executive represents that Executive’s performance of all the terms of this Agreement does not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

  • Compliance with Other Instruments, etc The Servicer is not in violation of any term of its certificate of incorporation or by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

  • Conflict with Other Instruments The execution and delivery by the Company of the Agreement and the performance by the Company of its obligations thereunder, do not and will not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of: (A) the charter documents of the Company; (B) any law applicable to or binding on the Company; or (C) any contractual restriction binding on or affecting the Company or its properties the breach of which would have a material adverse effect on the Company; or (ii) result in, or require or permit: (A) the imposition of any lien on or with respect to the properties now owned or hereafter acquired by the Company; or (B) The acceleration of the maturity of any debt of the Company, under any contractual provision binding on or affecting the Company;

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