Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions. (b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Aberdeen Idaho Mining Co), Asset Purchase Agreement (Aberdeen Idaho Mining Co), Asset Purchase Agreement (MotivNation, Inc.)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller DGLP and ShareholderSubsidiary, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller DGLP and Shareholder Subsidiary of the Assignment each agreement and Assumption Agreement and each other agreement certificate to be executed or delivered by any or all of Seller and Shareholder DGLP and/or Subsidiary at the Closing pursuant to Section 2.6(a) (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller each of DGLP and the ShareholderSubsidiary, enforceable against each of them in accordance with its terms. Seller Each of DGLP and Subsidiary has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders each of DGLP’s and board of Subsidiary’s stockholders and directors. Shareholder has DGLP and Subsidiary, and each of their respective stockholders have all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is they a party and to perform his their obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
), (i) Breach (A) breach any provision of any of the Governing Documents of Seller DGLP and/or Subsidiary or (B) any resolution adopted by the board of directors or the shareholders stockholders of Seller;
DGLP and/or Subsidiary, (ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderDGLP and/or Subsidiary, or any of the Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller DGLP and/or Subsidiary or that otherwise relates to the Assets or to the business of Seller;
Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
; (viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
or (viivi) result in any shareholder of the Seller DGLP and/or Subsidiary having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller DGLP nor Shareholder Subsidiary is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (DigitalPost Interactive, Inc.), Asset Purchase Agreement (LOCAL.COM)
Enforceability; Authority; No Conflict. (a) This Agreement Agreement, and all other agreements related hereto, constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them it in accordance with its terms. Asset Purchase Agreement 10/06/03 TRSG and Asmara Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) breach any provision of any of the Governing Documents governing documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach breach or give any Governmental Body governmental body or other Person person or entity the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under any Legal Requirement legal requirement or any Order order to which Seller or Shareholder, or any of the Assets, Assets may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Taxtax;
(v) Breach any provision of, or give any Person person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent consent from any Person person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, terms (except as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by principle governing the availability of equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equityremedies). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its termsterms (except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionscorporate action.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions (including, without limitation, assignment of the Seller Contracts to Buyer. The consummation of the Contemplated Transactions will not constitute a sale or transfer of substantially all of Seller's assets requiring shareholder approval pursuant to Section 271 of the DGCL.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Endocare Inc), Asset Purchase Agreement (Cryomedical Sciences Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability such may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, liquidation, conservatorship, receivership, fraudulent conveyance transfer or transfer, moratorium other laws relating to or similar laws affecting the enforcement of creditors' rights generally or ’ rights, and by equitable general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Buyer of the Assignment and Assumption Agreement and each other agreement to be executed or and delivered by any or all of Seller and Shareholder Buyer at the Closing (collectively, the "Seller's “Buyer’s Closing Documents"”), each of Seller's the Buyer’s Closing Documents will constitute the legal, valid valid, and binding obligation of the Seller and the ShareholderBuyer, enforceable against each of them Buyer in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, moratorium, reorganization, liquidation, conservatorship, receivership, fraudulent transfer or other laws relating to or affecting the enforcement of creditors’ rights, and by general principles of equity. Seller Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Buyer’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Buyer’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing corporate action.
(ib) Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions willby Buyer will give any Person the right to prevent, directly delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to:
(i) Breach (A) any provision of any of the Buyer’s Governing Documents of Seller or Documents;
(Bii) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subjectBuyer;
(iii) contravene, conflict with any Legal Requirement or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right Order to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;which Buyer may be subject; or
(iv) cause any Contract to which Buyer to become subject to, is a party or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsby which Buyer may be bound.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mesa Laboratories Inc /Co), Asset Purchase Agreement (Mesa Laboratories Inc /Co)
Enforceability; Authority; No Conflict. (a) As of the date hereof, Buyer has all requisite power and authority to enter into this Agreement and the documents, to the extent required by this Agreement, to be delivered by Buyer at the Closing and to perform his obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of from time to time in effect that affect creditors' ’ rights generally and by legal and equitable limitations on the availability of specific remedies. No further action is necessary on the part of Buyer to execute and deliver this Agreement or by equitable principles relating to enforceability consummate the Contemplated Transactions.
(regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder b) As of the Assignment Closing Date, Buyer Entity has all requisite power and Assumption authority to assume Buyer’s obligations under this Agreement and each other agreement to enter into the documents to be executed or delivered by any or all of Seller and Shareholder it at the Closing (collectivelyand to perform its obligations hereunder and thereunder, including the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the Contemplated Transactions. This Agreement has been duly executed and delivered by Buyer Entity and constitutes a legal, valid and binding obligation of the Seller and the ShareholderBuyer Entity, enforceable against each of them Buyer Entity in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. Seller has As of the absolute and unrestricted rightClosing Date, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by Seller's shareholders and Buyer Entity’s board of directorsdirectors or comparable governing body. Shareholder has all No further corporate, shareholder or similar action is necessary legal capacity on the part of Buyer Entity to enter into execute and deliver this Agreement and the Seller's Closing Documents or to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummate the Contemplated Transactions.
(bc) Except as set forth in Part 3.2(b)Section 4.2(c) of the Buyer Disclosure Letter, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision Conflict with or violate the constituent documents of any Buyer Entity as of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerClosing Date;
(ii) Breach Conflict with, constitute a breach, violation or termination of any provision of, or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order material Contract to which Seller or ShareholderBuyer, Buyer Entity or any of the Assets, may be subject;their respective Affiliates is a party or to which any of them is bound; or
(iii) To Buyer’s Knowledge, contravene, conflict with or result in a violation or breach of any Governmental Authorization, Legal Requirement or Order applicable to Buyer or, as of the terms or requirements ofClosing Date, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Buyer Entity or to the business of Seller;
(iv) cause which Buyer to become subject toor, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any as of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsClosing Date, Buyer Entity may be subject.
(cd) Except as set forth in Part 3.2(c)Section 4.2(d) of the Buyer Disclosure Letter, neither Seller Buyer nor Shareholder Buyer Entity is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(e) As of the Closing Date, Buyer Entity has assumed all of the obligations of Buyer under this Agreement, subject to the terms of Section 13.8. Buyer Entity is controlled directly or indirectly by Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Stewart & Stevenson Services Inc), Asset Purchase Agreement (Stewart & Stevenson Services Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Buyer of the Assignment and Assumption Agreement Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder Buyer at the Closing (collectively, the "SellerBuyer's Closing Documents"), each of Sellerthe Buyer's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderBuyer, enforceable against each of them Buyer in accordance with its respective terms. Seller Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerBuyer's Closing Documents to which it is a party and to perform its obligations under this Agreement and the SellerBuyer's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders corporate action. Buyer has authorized but unissued shares of its Common Stock sufficient to pay the Purchase Price and board upon issuance the Shares will be duly authorized, fully paid and non-assessable shares of directors. Shareholder has all necessary legal capacity to enter into this Agreement its Common Stock free of preemptive rights and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsencumbrances.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Buyer or (B) any resolution adopted by the board of directors or the shareholders of SellerBuyer;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Buyer may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Buyer or that otherwise relates to the Assets assets or to the business of SellerBuyer;
(iv) cause Buyer Seller to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Buyer Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsBuyer's assets; or
(vii) result in any shareholder of the Seller Buyer having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Age Research Inc), Asset Purchase Agreement (Aberdeen Idaho Mining Co)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes Each of Discovery and Merger Sub2 has all requisite limited liability power or corporate power, as the legalcase may be, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and each other document or instrument or certificate contemplated by this Agreement to be executed by Discovery or Merger Sub2 in connection with the Seller's Closing Documents to which it is a party consummation of the transactions contemplated by this Agreement, and to perform its obligations under consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller's Closing Documents, Transaction Agreements to which they are parties and such action has the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary requisite limited liability power or corporate action, as the case may be, on the part of Discovery and Merger Sub2, and no other corporate action on the part of Discovery or Merger Sub2 is required. This Agreement has been and each of the Transaction Agreements to which Discovery and Merger Sub2 is a party, as applicable, will be at or prior to Closing duly and validly executed and delivered by Seller's shareholders each of Discovery and board of directors. Shareholder has all necessary legal capacity to enter into Merger Sub2 and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each of the Seller's Closing Documents to which such Shareholder is other Transaction Agreements when so executed and delivered by Discovery and Merger Sub2, as the case may be, will constitute a party legal, valid and to perform his obligations hereunder binding obligation of Discovery and thereunder. By his execution of this Agreement Merger Sub2, enforceable against Discovery and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing Merger Sub2 in accordance with their respective terms.
(ib) Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement by Discovery or Merger Sub2 nor the consummation or performance of any of the Contemplated Transactions will, directly transactions contemplated hereby by Discovery or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or Merger Sub2 will give any Person the right to declare prevent, delay or otherwise interfere with the Merger pursuant to (i) any provision of Discovery’s or Merger Sub2’s Governing Documents, (ii) any Legal Requirement or Order to which Discovery or Merger Sub2 may be subject or (iii) any material contract to which Discovery or Merger Sub2 is a default party or exercise any remedy under, by which Discovery or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsMerger Sub2 may be bound.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder No Consent of any Governmental Body is required to give any notice be obtained or made by or with respect to Discovery or obtain any Consent from any Person Merger Sub2 in connection with the execution execution, delivery and delivery performance of this Agreement or any other Transaction Agreement to which either is a party, as applicable, or the consummation of the Merger or performance of any of the Contemplated Transactionsother transactions contemplated hereby or thereby, except for the filings and authorizations required under the HSR Act and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (HowStuffWorks, Inc.), Merger Agreement (Howstuffworks Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Xxxx of Sale, the Assignment and Assumption Agreement Agreement, the deeds, the Mineral Lease, the Assignment of Permits and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. Seller has the absolute and unrestricted right, all requisite corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and ’s board of directors, Shareholder and the Board. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders Shareholder of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or any Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(viiv) result Result in any shareholder of the Seller or the Shareholder having the right to exercise dissenters’ appraisal rights or other remedies; or
(v) Result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c) (the “Material Consents”), neither Seller nor any Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement Escrow Agreement, the Employment Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) ): Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) ; Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any of the Assets, may be subject;
(iii) ; contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) ; cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) ; Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) ; or result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Neither Seller nor the Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.the
Appears in 1 contract
Samples: Asset Purchase Agreement (American Healthchoice Inc /Ny/)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholderthe Stockholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). terms Upon the execution and delivery by Seller and Shareholder the Stockholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's ’s Closing Documents"), each of Seller's ’s Closing Documents will constitute the legal, legal valid and binding obligation of the Seller and the ShareholderStockholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders ’s members and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions Transaction will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach (A) breach any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
; (ii) Breach breach or otherwise give any Governmental Body or other Person the right to challenge accelerate the performance required under any Assigned Contract or under any other contract by which the Acquired Assets are bound; (iii) result in the imposition or creation of any Encumbrance on or with respect to any of the Contemplated Transactions Acquired Assets; or to exercise any remedy or obtain any relief under (iv) violate any Legal Requirement or any Order applicable to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any operation of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsBusiness.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder the Stockholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransaction.
Appears in 1 contract
Samples: Asset Purchase Agreement (FusionStorm Global, Inc.)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and each Shareholder, enforceable against each of them Seller and each Shareholder in accordance with its terms, except as enforceability may be limited by applicable terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by and general equitable principles relating to enforceability (regardless of whether considered in a proceeding in equity or at law or in equitylaw). Upon the execution and delivery by each Seller and Shareholder each Shareholder, as applicable of the Assignment and Assumption Agreement Escrow Agreement, the Non-Competition Agreements, the Registration Rights Agreement, the Consulting Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholder the Sellers and/or Shareholders at the Closing (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's Sellers’ Closing Documents will constitute the legal, valid and binding obligation of the each Seller and the Shareholdereach Shareholder party thereto, enforceable against each of them such Seller and/or Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to tor affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's such Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller's ’s shareholders and board of directors, or members and mangers, as applicable. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Sellers’ Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.EXECUTION VERSION
(b) Except as set forth in Part Section 3.2(b)) of the Disclosure Schedule, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Sellers or the Shareholders will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of any Seller or (B) any resolution adopted by the board of directors or the shareholders or managers or members, as applicable, of any Seller;
(ii) Breach or give any Governmental Body or other Person subject to obtaining the right Consents referred to challenge any in Section 3.2(c) of the Contemplated Transactions Disclosure Schedule:
(A) Breach, conflict with or to exercise any remedy or obtain any relief under violate any Legal Requirement or any Order currently in effect to which Seller or any Seller, Shareholder, the Business or any of the Assets, may be are subject;
(iiiB) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any Governmental Authorization that is held by any Seller or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(vC) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Assumed Contract;; or
(viiii) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights, except for Permitted Encumbrances.
(c) Except as set forth in Part Section 3.2(c)) of the Disclosure Schedule, neither no Seller nor or Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or Agreement, the consummation or performance of any of the Contemplated Transactions, including the transfer of any Asset to the applicable Buyer, which has not already been made or obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited terms subject to limitations on enforcement imposed by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws other Legal Requirements affecting the enforcement of creditors' the rights generally of creditors or by others and to the extent that equitable principles relating to enforceability (regardless remedies such as specific performance and injunctions are only available in the discretion of whether considered in a proceeding at law or in equity)the court from which they are sought. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement Noncompetition Agreements, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller terms subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization, or other Legal Requirements affecting the enforcement of the rights of creditors or others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are soughtSeller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders shareholder and board of directors. The Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such the Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement Escrow Agreement, the Noncompetition Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach (Aa) any provision of any of the Governing Documents of Seller or (Bb) any resolution adopted by the board of directors or the shareholders of Seller;
; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the AssetsAssets or the Business, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
Contract or any Real Property Lease; (viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and ShareholderParty, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery delivery, respectively, by Seller and Shareholder Parties of the Assignment and Assumption Escrow Agreement, the Guarantees, the Noncompetition Agreement and each other agreement agreement, document or instrument to be executed or delivered delivered, respectively, by any or all of Seller and Shareholder Parties at the Closing (collectively, the "Seller's “Seller Parties’ Closing Documents"”), each of Seller's Seller Parties’ Closing Documents will constitute the legal, valid and binding obligation of the each such Seller and the ShareholderParty, respectively, enforceable against each of them in accordance with its terms. Each Seller Party has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller Parties’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Seller Parties’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller's shareholders ’s shareholders, members, board of directors and managers, respectively. The board of directors, shareholder and member actions, respectively, of each Seller signing this Agreement and the transactions contemplated hereby were duly taken on August 28, 2006, certified copies of which actions are attached hereto as Schedule 3.2(a), none of which shall have been rescinded or modified as of the Effective Time. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Seller Parties’ Closing Documents to which such Shareholder is a party and to perform his her obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement Agreement, any of the Seller Parties’ Closing Documents, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of any Seller or (B) any resolution adopted adopted, respectively, by the board of directors directors, the shareholders, managers or the shareholders members of any Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which any Seller or ShareholderParty, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any Seller Party or that otherwise relates to the Assets or to the business of either Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller material Company Contract or any Acquired Contract;; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither no Seller nor either Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including but not limited to the transfer to Buyer of any Governmental Authorization listed on Schedule 3.2(c) or the transfer to Buyer of any Acquired Contract.
(d) This Agreement and the Contemplated Transactions related hereto are of benefit to the Shareholders and constitute adequate consideration for their respective agreements herein and as contemplated hereby.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Employment Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor any Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them it in accordance with its terms, terms except as to the extent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or reorganization and other similar laws affecting effecting the enforcement of creditors' ’ rights generally or and by equitable general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Escrow Agreement and each other agreement to be executed or delivered by any or all of the Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of the Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its their respective terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization and other similar laws effecting the enforcement of creditors’ rights generally and by general principles of equity. The Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and ’s board of directors. Shareholder has all necessary legal capacity directors and, prior to enter into this Agreement and the Closing Date, Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions’s shareholders.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or any Targeted Subsidiary or (B) any resolution adopted by the board of directors or the shareholders of SellerSeller or any Targeted Subsidiary;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholderany Seller, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Seller or any of the Targeted Subsidiaries or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer Buyer, the Targeted Subsidiaries or the Assets, to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither the Seller nor Shareholder any Targeted Subsidiary is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(d) Seller has taken all action necessary to exempt this Agreement and the transactions contemplated hereby from the restrictions on “affiliated transactions” and “control-share acquisitions” contained in Sections 607.0901 and 607.0902 of the Florida Business Corporation Act, and, accordingly, neither such section nor any other anti-takeover or similar statute or regulation applies or purports to apply to any such transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and Shareholderthe Company, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by each Seller and Shareholder the Company of the Assignment and Assumption this Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Sellers at the Closing Closing, including the Xxxxx Fan Stock Purchase Agreement (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderCompany, enforceable against each of them in accordance with its terms. Each Seller and the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders Sellers and board of directorsthe Company. Shareholder Each Seller and the Company has all necessary legal capacity to enter into this Agreement and the Seller's Sellers’ Closing Documents to which such Shareholder it is a party and to perform his such its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the shareholders of SellerCompany;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller Company or Shareholderany of Seller, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the business of SellerCompany;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of Assets or the Seller having the right to exercise dissenters' appraisal rightsShares.
(c) Except as set forth in Part 3.2(c), neither Neither Company nor any of Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(d) Xinshengxiang is the sole record and beneficial owner of 95% of the Shares. Dingliang is the sole record and beneficial owner of 2.5% of the Shares. Yue is the sole record and beneficial owner of 2.5% of the Shares. Each Seller has good and marketable title to the Shares, free and clear of any Encumbrance. Upon the execution and delivery of this Agreement and issuance of the Consideration Shares to the Sellers, Buyer shall be the lawful record and beneficial owner of the Shares, free and clear of all Encumbrances. There are no stockholders’ agreements, voting trust, proxies, options, rights of first refusal or any other Contracts, agreements or understandings with respect to the Shares.
Appears in 1 contract
Samples: Share Purchase Agreement (Franklin Towers Enterprises Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally or and by equitable principles relating to enforceability (regardless of whether considered applied in a proceeding at law or in equity), including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses and equitable subordination. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement Transaction Document to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectivelyClosing, the "Seller's Closing Documents"), each of Seller's Closing Documents will such Transaction Document shall constitute the legal, valid valid, and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms; provided, that the exceptions pertaining to enforceability set forth in the immediately preceding sentence shall apply equally to this sentence. Seller has the absolute and unrestricted rightThis Agreement, power and authority to execute and deliver this Agreement each applicable Transaction Document and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly approved and authorized by all necessary action by Seller's shareholders requisite corporate action, including, without limiting the generality of the foregoing, all shareholder and board of directors. Shareholder has all necessary legal capacity directors approvals required pursuant to enter into this Agreement and the Seller's Closing Documents ’s articles of incorporation and bylaws, as amended, and any Legal Requirements for the valid and effective sale and transfer of the Assets to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing DocumentsBuyer at Closing, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummation or performance of any of the Contemplated Transactions, and no other corporate or other proceedings or actions on the part of Seller, its board of directors or shareholders are necessary therefor. The person executing this Agreement on Seller’s behalf warrants that such person is fully authorized to so act.
(b) Except as set forth in Part 3.2(b)Neither the execution, neither the execution nor delivery and performance of this Agreement or any other Transaction Document nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach (A) breach or conflict with any provision of any of the Governing Documents articles of Seller incorporation or (B) any resolution adopted by the board of directors or the shareholders bylaws of Seller;
, as amended as of the Closing Date; (ii) Breach breach or give any Governmental Body or other Person (including any holder of any capital stock, other equity interest or debt of Seller) the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates relates, directly or indirectly, to the Assets or to the business of Seller;
Business; or (iv) cause Buyer to become subject toexcept for that certain Supply Agreement dated February 14, or to become liable for 2011 by and between the payment ofSeller and Ibis BioSciences, any Tax;
Inc. (v) Breach which agreement is not being assumed by the Buyer), breach any provision of, or give any Person the right to declare a default or exercise any remedy or any right of first refusal or first offer under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) or otherwise result in or permit any change in the imposition rights or creation obligations of any Encumbrance upon Person other than Seller under, any contract, lease, indenture, mortgage, license or with respect sublicense, franchise or other instrument or agreement to which Seller is a party or by which Seller or any of the Assets; or
(vii) result in its assets are bound, including any shareholder of the Seller having the right to exercise dissenters' appraisal rightsAssumed Contract.
(c) Except as set forth in Part on Schedule 3.2(c), neither Seller nor Shareholder no notice to, or consent, approval or waiver from, any Person or filing or registration with any Governmental Body, (i) is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including the sale, transfer and assignment of the Assets, or (ii) is necessary in order to conduct, following Closing, any of the operations of the Business; provided, that Buyer may be required to register to conduct business in the State of West Virginia if it conducts the Business as conducted by Seller prior to the Closing, in the State of West Virginia. There are no applicable bulk sales laws or similar Legal Requirements which would require that notice of the Contemplated Transactions be given to creditors of Seller or any Government Body, or any other notice be given or consent or approval be obtained or similar action be taken.
Appears in 1 contract
Samples: Asset Purchase Agreement (Applied Dna Sciences Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by SPC in connection with this Agreement (collectively, the “SPC Documents”) will constitute, the legal, valid and binding obligation of Seller SPC and Shareholderthe Stockholders’ Representative, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability terms (regardless of whether considered in assuming this Agreement is a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of, and enforceable against, Acquiror and Merger Sub), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of the Seller equity relating to enforceability. SPC and the Shareholder, enforceable against Stockholders’ Representative each of them in accordance with its terms. Seller has the absolute and unrestricted requisite right, power and authority to execute execute, deliver and deliver perform this Agreement and has or will have prior to Closing the Seller's Closing Documents to which it is a party requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other SPC Document and to carry out the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary corporate action. All corporate, limited liability or partnership proceedings, as applicable, and any action required to be taken by Seller's shareholders SPC or the Stockholders’ Representative or the Radio Subsidiaries relating to the execution, delivery and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution performance of this Agreement and the Seller's Closing DocumentsSPC Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or, Shareholderwith respect to any action taken by the Radio Subsidiaries in connection with Section 5.3, being the sole shareholder will have been duly taken prior to Closing. Attached hereto as Exhibit G is a true and correct copy of Seller, is thereby a Written Consent in Lieu of a Meeting authorizing (i) the execution and delivery of adopting this Agreement and the Seller's Closing DocumentsMerger (the “Written Consent”) executed by a Majority in Interest, and (ii) which Written Consent has not been amended, revoked or superseded by any other action of the Contemplated TransactionsSPC Stockholders.
(b) Except as set forth in Part Schedule 3.2(b), neither none of the execution nor execution, delivery or performance of this Agreement and the SPC Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly Transaction will (with or without notice or lapse of time):
(i1) Breach contravene, conflict with or result in a violation or breach of any of the terms or requirements of (A) any provision of any of the Governing Documents of Seller SPC or the Radio Subsidiaries (B) any resolution adopted by the board of directors of SPC or any Radio Subsidiary, the SPC Stockholders or the shareholders equity holders of Sellerany Radio Subsidiary;
(ii2) Breach contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transaction or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or Shareholder, SPC or any of the Assets, Radio Subsidiaries may be subject;
(iii3) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Commission Authorization or any material Governmental Authorization that is not a Commission Authorization or any Legal Requirement relating to the Business that is held by Seller SPC or that otherwise relates to any of the Assets or to the business of SellerRadio Subsidiaries;
(iv4) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision result in a breach of, or give any Person the right to declare violate, or be in conflict with, or constitute a default or exercise any remedy under, or to accelerate permit the termination of, or require any consent or authorization under, or cause or permit acceleration of the maturity or performance ofof or payment under any Material Contract, other than as indicated on Schedule 3.20(b), or payment under, adversely effect any Intangible that is material to the Business or to cancel, terminate or modify, the operation of any Seller Contract;of the Stations; or
(vi5) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except The execution, delivery and performance of this Agreement and the SPC Documents by SPC does not, and the consummation by SPC of the Transaction will not, require any consent of any Governmental Body or self-regulatory organization, except for:
(1) applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or “blue sky” laws and state takeover laws;
(2) the pre-merger notification requirements of the HSR Act and the rules and regulations thereunder;
(3) applicable filings with and approvals of the FCC pursuant to the Communications Act and any regulations promulgated thereunder;
(4) filing of the Certificate of Merger as required by the DGCL; or
(5) as otherwise set forth in Part Schedule 3.2(c) or Schedule 3.17(a), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by Sellers in connection with this Agreement (collectively, the “Seller Documents”) will constitute, the legal, valid and binding obligation of Seller and Shareholdereach of Sellers, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability terms (regardless of whether considered in assuming this Agreement is a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of, and enforceable against, Buyer), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of the Seller and the Shareholder, enforceable against each equity relating to enforceability. Each of them in accordance with its terms. Seller Sellers has the absolute and unrestricted requisite right, power and authority to execute execute, deliver and deliver perform this Agreement and has or will have prior to Closing the Seller's Closing Documents to which it is a party requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other Seller Document and to carry out the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary limited liability company, partnership or corporate action, as applicable. All limited liability, partnership or corporate proceedings, as applicable, and any action required to be taken by Seller's shareholders Sellers relating to the execution, delivery and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution performance of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement Seller Documents and the Seller's Closing Documents, consummation of the transactions contemplated hereby and (ii) the Contemplated Transactionsthereby have been duly taken or will have been duly taken prior to Closing.
(b) Except as set forth in Part Schedule 3.2(b), neither none of the execution nor execution, delivery or performance of this Agreement and the Seller Documents nor the consummation or performance of any of the Contemplated Transactions will, directly hereof or indirectly thereof will (with or without notice or lapse of time):
): (i) Breach contravene, conflict with or result in a violation or breach of any of the terms or requirements of (A) any provision of any of the Governing Documents of Seller any of the Sellers, or (B) any resolution adopted by the board managers or members of 1051FM, the partners of Susquehanna, or the directors or the shareholders of Seller;
Radio; (ii) Breach contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Sellers may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Commission Authorization or any material Governmental Authorization that is not a Commission Authorization or any Legal Requirement relating to the Business that is held by Seller or that otherwise relates to any of the Assets or to the business of Seller;
Sellers; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision result in a breach of, or give any Person the right to declare violate, or be in conflict with, or constitute a default or exercise any remedy under, or to accelerate permit the termination of, or require any consent or authorization under, or cause or permit acceleration of the maturity or performance ofof or payment under any Material Contract, other than as indicated on Schedule 3.20(b), or payment under, or adversely affect any Intangible that is material to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement Business or the consummation or performance operation of any of the Contemplated Transactions.Stations; or 18
Appears in 1 contract
Samples: Asset Purchase Agreement
Enforceability; Authority; No Conflict. (a) Subject to the approvals set forth on Schedule 8.2: • This Agreement constitutes the legaland any and all agreements, valid documents and binding obligation of Seller instruments to which LSU is a party and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution which are executed and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will LSU pursuant to this Agreement constitute the legal, valid and binding obligation obligations of the Seller and the ShareholderLSU, enforceable against each of them LSU in accordance with its terms. Seller LSU has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents such other agreements, documents and instruments to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has actions have been duly authorized by all necessary action by Seller's shareholders and LSU’s Board of Supervisors. A copy of the authorizing consent resolution or meeting minutes as certified by LSU’s board of directorssecretary is attached as Exhibit 8.2(a). Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) • Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (indirectly, with or without notice or lapse of time):
(i) : • Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board LSU Board of directors Supervisors; • Cause BRFHH or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer BRF to become subject to, or to become liable for the payment of, any Tax;
Liability of LSU; or • Result in the LSUHSC-S GME Programs violating any rules, policies, procedures or accreditation requirements of ACGME or otherwise result in: (v1) Breach the LSUHSC-S GME Programs ceasing to be accredited by ACGME; (2) the LSUHSC-S GME Programs ceasing to be funded by the State; or (3) LSU ceasing to comply with or satisfy any provision ofCMS reimbursement requirements or regulations applicable to the LSUHSC-S GME Programs. • LSU warrants that it will not take any action, fail to take any action, enter into any agreement or give consummate any Person transaction that would prevent LSU from performing the right Contemplated Transactions or performing its obligations under this Agreement or any agreement, document or instrument to declare which it is a default party and which is executed and delivered in connection with this Agreement or exercise otherwise materially and adversely affect the Hospitals or the LSUHSC-S GME Programs without the prior written consent of an authorized representative of BRFHH. Employee Benefits. To LSU’s Knowledge, no event has occurred that would result in, and consummation of the Contemplated Transactions shall not result in, BRFHH incurring any remedy under, Liability for any Benefit Plan of LSU or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation employee of any Encumbrance upon or LSU with respect to such Benefit Plan of LSU or to any employee of LSU with respect to such Benefit Plans, to the extent such plans are established and administered by LSU. LSU has and will comply with all of the Assets; or
(vii) result in any shareholder requirements of the Seller having Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to all of its employees, including but not limited to the right to exercise dissenters' appraisal rightsLSU Personnel, before and after the Commencement Date.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Cooperative Endeavor Agreement
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Buyer of the Assignment and Assumption Agreement Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder Buyer at the Closing (collectively, the "SellerBuyer's Closing Documents"), each of Sellerthe Buyer's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderBuyer, enforceable against each of them Buyer in accordance with its respective terms. Seller Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerBuyer's Closing Documents to which it is a party and to perform its obligations under this Agreement and the SellerBuyer's Closing Documents, and such action has been duly authorized by all necessary action by Sellercorporate action. Xxx Xxxxxxx and Xxxxxxx Xxxxx (collectively, "Parent Shareholders") have agreed to return 14,000,000 shares of the Parent's shareholders and board of directors. Shareholder has all necessary legal capacity common stock to enter into this Agreement the Parent at or prior to the Closing, and the Seller's Closing Documents Parent shall thereafter immediately issue 14,000,000 shares of its Common Stock sufficient to which such Shareholder is a party pay the Purchase Price and to perform his obligations hereunder upon issuance the Shares will be duly authorized, fully paid and thereunder. By his execution non-assessable shares of this Agreement its Common Stock free of preemptive rights and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsencumbrances.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Buyer or (B) any resolution adopted by the board of directors or the shareholders of SellerBuyer;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Buyer may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Buyer or that otherwise relates to the Assets assets or to the business of SellerBuyer;
(iv) cause Buyer Seller to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Buyer Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsBuyer's assets; or
(vii) result in any shareholder of the Seller Buyer having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Employment Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents")”) , each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder he is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes has been duly authorized, executed and delivered by Seller, subject only to the receipt of the shareholder approvals described in Sections 7.6 and 8.5, and is the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, terms except as enforceability to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement general principles of creditors' rights generally or by equitable principles relating to enforceability equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Seller's Board of Directors has approved this Agreement and the Contemplated Transactions and determined that it will recommend to the shareholders of Seller approval of the matters listed in Section 5.10. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder it at the Closing (collectively, the "Seller's Seller Closing Documents"), each of Seller's Seller Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its termsterms except to the extent that enforcement thereof may be limited by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Subject to the receipt of shareholder approval, Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionscorporate action.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the shareholders of Sellerthat remains currently in effect;
(ii) Breach or give any Governmental Body or other Person the right to challenge prevent any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Assets may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modifymodify (A) the Water Rights, or (B) any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business Business, except, in the case of Seller;
clause (ivB) cause Buyer to become subject to, or to become liable for the payment ofhereof, any Taxsuch contravention, conflict, violation or breach that would not have a Seller Material Adverse Effect;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and Shareholdereach of the Sellers, enforceable against each of them the Sellers in accordance with its terms, except as enforceability the enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfermoratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)limiting creditors’ rights generally. Upon the execution and delivery by Seller and Shareholder Sellers of the Assignment and Assumption Escrow Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Sellers at the Closing (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's the Sellers’ Closing Documents will constitute the legal, valid valid, and binding obligation obligations of the Seller and the ShareholderSellers, enforceable against each of them Sellers in accordance with its their respective terms, except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. Seller has Sellers have the absolute and unrestricted right, power power, authority, and authority legal capacity to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)3.2 of the Disclosure Schedule, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willdoes, directly or indirectly (with or without notice or lapse of time):
): (i) Breach breach (A) any provision of any the Organizational Documents of the Governing Documents Acquired Companies or of Seller the DS Trust, the TA Trust and DS Company, or (B) any resolution adopted by the board of directors or the shareholders stockholders of Seller;
any Acquired Company or of DS Company, or by the trustees of the DS Trust or TA Trust; (ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller any Acquired Company or ShareholderSeller, or any of the Assetsassets owned or used by any Acquired Company, may be subject;
; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller any Acquired Company or that otherwise relates to the Assets business of, or to any of the business of Seller;
assets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
; (v) Breach cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Applicable Contract;
; or (vivii) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in assets owned or used by any shareholder of the Seller having the right to exercise dissenters' appraisal rightsAcquired Company.
(c) Except as set forth in Part 3.2(c)3.2 of the Disclosure Schedule, neither no Seller nor Shareholder or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderParent Company, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Parent Company of the Assignment and Assumption Escrow Agreement and each other agreement agreement, instrument, certificate or document to be executed or delivered by any or all of Seller and Shareholder Parent Company at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderParent Company party thereto, enforceable against each of them in accordance with its terms. Seller has and Parent Company each have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders its owners and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing directors (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsor comparable governing body).
(b) Except as set forth in Part 3.2(bSchedule 5.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereunder will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents articles of organization or operating agreement (or comparable governing documents) of Seller or Parent Company or (B) any resolution adopted by the board of directors (or comparable governing body) or the shareholders owners of SellerSeller or Parent Company;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereunder or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderParent Company, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;Contract related to the Distillery Business; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(cSchedule 5.2(c), neither Seller nor Shareholder Parent Company is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereunder.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderSeller, enforceable against each of them it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Bills of Sale, the Assignment and Assumption Agreements, the Assignment and Assumption of Leases, the Assignment of Marks, the Assignment of Patents, the Royalty Agreement, the Supply Agreement, the Distribution Agreement, the Transition Services Agreement, the Guaranty Agreement and each other agreement document or instrument to be executed or delivered by any or all of the Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid valid, and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Assets, may be subject;
(iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or adversely modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerProcuren Operations;
(iv) cause Buyer to become subject to, or to become liable for for, the payment of, of any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
. in each case of (viii) through (vi) above, the result in any shareholder of which could reasonably expected to have a material adverse effect on the financial condition of the Seller having Procuren Operations or the right to exercise dissenters' appraisal rightsAssets as a whole or the operation of any of the Facilities individually.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Escrow Agreement, the Noncompetition Agreements, the Transition Services Agreement and each other agreement document, agreement, certificate and instrument to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, to the extent they are parties, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a material violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor either Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Insight Health Services Holdings Corp)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderShareholders, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has Shareholders have all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is Shareholders are a party and to perform his their respective obligations hereunder and thereunder. By his their execution of this Agreement and the Seller's Closing Documents, ShareholderShareholders, being the sole shareholder holders of the majority of the outstanding shares of Seller, is thereby hereby are authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderShareholders, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder Shareholders is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller Sellers and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has Upon the execution and delivery by Sellers and the Shareholders of the respective Employment Agreement, Non-Competition Agreement, Patent Assignment and other agreements to be executed or delivered by any or all of the Sellers and the Shareholders at Closing (collectively, the "SELLERS' CLOSING DOCUMENTS"), each of the Sellers' Closing Documents will constitute the legal, valid, and binding obligation of Sellers and the Shareholders, enforceable against each of them in accordance with its terms. Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers' Closing Documents to which it is a party Party and to perform its their obligations under this Agreement and the Seller's Sellers' Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and Sellers' board of directors, members or manager, respectively. Shareholder has The Shareholders have all necessary legal capacity to enter into this Agreement and the Seller's Sellers' Closing Documents to which such Shareholder each is a party Party and to perform his their obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Sellers, or (B) any resolution adopted by the board of directors or the shareholders management committee of SellerSellers;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or ShareholderSellers, the Shareholders, or any of the Assets, may be subject;
(iii) contravene, conflict with with, or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller Sellers or that otherwise relates to the Assets or to the business of SellerSellers;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Sellers Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Assuming due authorization, execution, and delivery of this Agreement by the other party, this Agreement constitutes the legal, valid valid, and binding obligation of Seller and Shareholder, enforceable against each of them Seller in accordance with its terms, except as enforceability that such enforceability: (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance or transfermoratorium, moratorium or and other similar laws of general application affecting or relating to the enforcement of creditors' ’ rights generally or by equitable generally; and (ii) is subject to general principles relating to enforceability (regardless of equity, whether considered in a proceeding at law or in equityequity (collectively, the “Bankruptcy and Equity Exception”). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement Escrow Agreement, Transition Services Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), assuming due authorization, execution, and delivery of this Agreement by the other party, each of Seller's ’s Closing Documents will constitute the legal, valid valid, and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. Seller has the absolute and unrestricted right, all necessary corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and and, subject to obtaining Seller’s shareholders approval, to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionscorporate action.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Assets, may be subject;
(iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(c), neither and except for approval by Seller’s shareholders and the filing with the SEC of a proxy statement relating to the shareholders meeting to approve this Agreement and the Contemplated Transactions, and other filings required under the Exchange Act and the rules and regulations promulgated thereunder and the rules of The American Stock Exchange. Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) Each Seller has all requisite corporate or limited liability company power and authority to enter into this Agreement and the documents to be delivered by such Seller at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by Sellers and, assuming the due execution and delivery of this Agreement by Buyer, constitutes the a legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them such Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of from time to time in effect that affect creditors' ’ rights generally or and by legal and equitable principles relating to enforceability (regardless limitations on the availability of whether considered in a proceeding at law or in equity)specific remedies. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by Seller's shareholders and Sellers’ board of directorsdirectors or similar governing body. Shareholder has all Except for the Parent Stockholder Approval, which is required to consummate the Contemplated Transactions, no further corporate or stockholder action is necessary legal capacity on the part of Sellers to enter into execute and deliver this Agreement and the Seller's Closing Documents or to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummate the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)the Seller Disclosure Letter and except for the Parent Stockholder Approval, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach Conflict with or violate the Articles of Incorporation (Aor operating agreements as the case may be) any provision of any of the Governing Documents of Seller Parent or (B) any resolution adopted by the board of directors or the shareholders of SellerSellers;
(ii) Breach Conflict with, constitute a material breach, violation or termination of any provision of, or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any material right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subjectContract;
(iii) Result in an acceleration or increase of any indebtedness or other amounts due with respect to the Business or the Assets;
(iv) Result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the Assets; or
(v) To the Knowledge of Sellers, contravene, conflict with or result in a violation or breach of any of Governmental Authorization, Legal Requirement or Order applicable to Sellers, the terms Business or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to which Sellers, the business of Seller;
(iv) cause Buyer to become subject to, Business or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result Assets may be subject, except for any such violation or breach that would not, individually or in any shareholder of the Seller having aggregate, reasonably be expected to have a Material Adverse Effect on Sellers, the right to exercise dissenters' appraisal rightsAssets or the Business.
(c) Except as set forth in Part Section 3.2(c)) of the Seller Disclosure Letter, neither no Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except where the failure to notify or obtain such a consent would not reasonably be expected, as of the date hereof, to have a Material Adverse Effect on Sellers, the Assets or the Business.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Buyer of the Assignment and Assumption Agreement Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder Buyer at the Closing (collectively, the "SellerBuyer's Closing Documents"), each of Sellerthe Buyer's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderBuyer, enforceable against each of them Buyer in accordance with its respective terms. Seller Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerBuyer's Closing Documents to which it is a party and to perform its obligations under this Agreement and the SellerBuyer's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders corporate action. Buyer has authorized but unissued shares of its Common Stock sufficient to pay the Purchase Price and board upon issuance the Shares will be duly authorized, fully paid and non-assessable shares of directors. Shareholder has all necessary legal capacity to enter into this Agreement its Common Stock free of preemptive rights and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsencumbrances.
(b) Except as set forth in Part 3.2(b4.2(b), neither the execution nor delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Buyer or (B) any resolution adopted by the board of directors or the shareholders of SellerBuyer;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Buyer may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Buyer or that otherwise relates to the Assets assets or to the business of SellerBuyer;
(iv) cause Buyer Seller to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Buyer Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsBuyer's assets; or
(vii) result in any shareholder of the Seller Buyer having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aberdeen Idaho Mining Co)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderParascript, enforceable against each of them Parascript in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting the enforcement of creditors' creditor’s rights generally or and by equitable general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Parascript of the Assignment and Assumption Agreement Exchange Agent Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder Parascript at the Closing (collectively, the "Seller's “Parascript’s Closing Documents"”), each of Seller's Parascript’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderParascript, enforceable against each of them Parascript in accordance with its terms. Seller Parascript has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Parascript’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Parascript’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders Parascript’s Members and board Manager. Except for the required approval of directors. Shareholder has Parascript’s Members in connection with the consummation of the Parascript Merger, all necessary legal capacity to enter into action on the part of Parascript has been obtained. The affirmative vote of the holders of 70% of the Parascript Units is the only vote of the holders of any of Parascript’s Units in connection with the consummation of the transactions contemplated by this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated TransactionsAgreement.
(b) Except as set forth in Part 3.2(b4.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Parascript or (B) any resolution adopted by the board of directors Manager or the shareholders Members of SellerParascript;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or Shareholdereach Parascript, or any of the Assetsits assets, may be subject, except where such Breach or challenge would not have a Parascript Material Adverse Effect;
(iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Parascript or that otherwise relates to the Assets assets or to the business of SellerParascript, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Parascript Material Adverse Effect;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Parascript Contract;
(viv) result Result in the imposition or creation of any Material Encumbrance upon or with respect to any of the AssetsParascript’s assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c4.2(c), neither Seller nor Shareholder Parascript is not required to give any notice to or obtain any Material Parascript Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller Kxxxxxx and Shareholderthe Stockholder, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement of creditors' ’ rights generally or and by equitable general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller Kxxxxxx and the Shareholder, enforceable against Stockholder each of them in accordance with its terms. Seller has have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its or his obligations under this Agreement and the Seller's Closing DocumentsAgreement, and such action by Kxxxxxx has been duly authorized by all necessary action by Seller's shareholders Kapadia’s stockholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the transactions on the part of Kxxxxxx and the Stockholder contemplated hereby (the “Contemplated Transactions Transactions”) by Kxxxxxx and the Stockholder, as applicable, will, directly or indirectly (with or without notice or lapse of time):indirectly:
(i) Breach (A) breach any provision of any the certificate of incorporation, by-laws or other governing document (the “Governing Documents Documents”) of Seller Kxxxxxx or (B) any resolution adopted by the board stockholders or directors of directors or the shareholders of SellerKxxxxxx;
(ii) Breach breach or conflict with any federal, state or local law (including case law), statute, ordinance, code or regulation (collectively, “Legal Requirements”) applicable to Kxxxxxx or the Stockholder or give any Governmental Body governmental body or other Person agency the right to challenge or seek to prevent any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or under any Order order, injunction, judgment, decree, ruling, assessment or arbitration award (collectively, “Orders”) to which Seller Kxxxxxx or Shareholderthe Stockholder, or any of the AssetsKapadia’s assets, may be is subject;; or
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements ofof any governmental authorization, permit or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization license that is held by Seller Kxxxxxx or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsStockholder.
(c) Except as set forth in Part 3.2(c), neither Seller Neither Kxxxxxx nor Shareholder the Stockholder is required to give any notice to or obtain any Consent consent from any Person person or entity in connection with the its or his execution and delivery of this Agreement or the consummation or performance by it or him of any of the Contemplated Transactions, except where the failure to give any notice to or obtain any consent could not reasonably be expected to have a Material Adverse Effect (as defined in Section 4.4 below) and except as set forth in Schedule 4.2 (Required Consents) attached hereto.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholderthe Seller, enforceable against each of them it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder it at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of the Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its their respective terms. Seller has the absolute and unrestricted right, all necessary entity power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party Agreement, and to perform its obligations under this Agreement and the Seller's Closing DocumentsAgreement, and such action has been duly authorized by all necessary action by Seller's shareholders and of its board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the There is no requirement that Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) ’s shareholders approve the execution and delivery of this Agreement Agreement, and the performance of Seller's ’s obligations under this Agreement. Seller has all necessary corporate power and authority to execute and deliver the Seller’s Closing Documents, and (ii) the Contemplated Transactionsto perform its obligations thereunder, and such action has been duly authorized by all necessary action of its board of directors.
(b) Except as set forth in Part on Schedule 3.2(b), or in the case of clauses (ii) through (v) below, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent consummation of the Contemplated Transactions and would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) breach any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerSub;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any material Legal Requirement or any material Order to which Seller any Gift Entity, any material assets owned or Shareholderused by any Sub, or any of the material Purchased Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any material Governmental Authorization that is held by Seller any Gift Entity or that otherwise relates to any material assets owned or used by the Assets Subs or to the business of Sellerany material Purchased Assets;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned or used by any Sub or any material Purchased Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder No Gift Entity is required to give any notice to or obtain any Consent with respect to any Material Contract or material Governmental Authorization from any Person that has not been given or obtained, as applicable, in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except (i) as set forth on Schedule 3.2(c), or (ii) where failure to obtain such Consents or give such notice would not prevent consummation of the Contemplated Transactions and would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) 4.2.1 This Agreement constitutes the legal, valid valid, and binding obligation of Seller and Shareholder, enforceable against each of them Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption this Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's “Seller Closing Documents"”), each of Seller's Seller Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller Closing Documents to which it Seller is a party and to perform its Seller’s obligations under this Agreement and the Seller's other Seller Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders ’s directors, and board of directors. Shareholder has all by such other Persons necessary legal capacity to enter into this Agreement and authorize Seller to engage in the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) Contemplated Transaction.
4.2.2 Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business Business of Seller;
; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
Business Contracts; or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in Assets or any shareholder Order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with
4.2.3 Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and each Shareholder of each agreement to be executed or delivered by Seller or such Shareholder at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and each Shareholder who is a party to such Seller’s Closing Documents, enforceable against it/them in accordance with its respective terms. Seller and each of the Shareholders has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by such Shareholder’s and Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(bon Schedule 2.2(b), neither the execution nor and delivery of this Agreement or Seller’s Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach (A) any provision of any of the Governing Organizational Documents of Seller or such Shareholder or (B) any resolution adopted by the board of directors or the shareholders of Seller;
Seller or such Shareholder; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, any Shareholder or any of the Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or such Shareholder that otherwise relates to the Assets or to the business of Seller;
Business; (iv) cause Buyer or Seller to become subject to, or to become liable for the payment of, any Tax;
; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Assigned Contract;
; or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(con Schedule 2.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and the Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Employment Agreement, the Non-Competition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. The Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such the Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders Shareholder of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or the Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(viivi) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Allis Chalmers Energy Inc.)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b3.02(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or its Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerSeller excluding any Governmental Authorization that is not transferable, if any, by its terms or is transferable only with the written Consent of the issuing Governmental Body;
(iv) cause Buyer to become subject to, or to become liable for the payment of, of any TaxTax that accrued prior to the Closing;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractContract except where such event would not have a material adverse effect on Seller;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(c)3.02(c) and except for Consents required under Seller Contracts or under Governmental Authorizations, neither Seller nor its Shareholder is are required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder (x) each of the Assignment and Assumption Agreement and Encore Entities of each other agreement to be executed or delivered by any or all such Encore Entity at Closing and (y) the Domestic Subs of Seller the Guaranty and Shareholder at the Closing Guaranty Security Agreement (collectively, the "Seller's “Companies’ Closing Documents"”), each of Seller's the Companies’ Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderEncore Entity or Domestic Sub signatory thereto, as applicable, enforceable against each of them such Encore Entity or Domestic Sub, as applicable, in accordance with its respective terms. Seller Each of the Encore Entities and the Domestic Subs has the absolute and unrestricted right, all requisite corporate power and authority to execute and deliver this Agreement and each of the Seller's Companies’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Companies’ Closing Documents, as applicable, and each such action has been duly authorized by all necessary corporate action by Seller's shareholders and board on the part of directors. Shareholder has all necessary legal capacity to enter into this Agreement each of the Encore Entities and the Seller's Closing Documents to which such Shareholder Domestic Subs. There is a party no requirement that the shareholders of any Encore Entity or Domestic Sub approve either the execution and to perform his delivery of this Agreement, or the performance of their obligations hereunder and thereunder. By his execution or under any of this Agreement and the Seller's Companies’ Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing .
(ib) Neither the execution and delivery of this Agreement and by the Seller's Closing Buyer nor the consummation or performance of any of the Contemplated Transactions by any of the Encore Entities will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of any of the Encore Entity’s Governing Documents, and ; (ii) any resolution adopted by the Contemplated Transactionsboard of directors or the shareholders of any of the Encore Entities; (iii) any material Legal Requirement or Order to which any of the Encore Entities may be subject; or (iv) any material Contract to which any of the Encore Entities is a party or by which any of the Encore Entities may be bound.
(bc) Except as set forth on Schedule 4.2(c), or in Part 3.2(b)the case of clauses (ii) through (v) below, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent consummation of the Contemplated Transactions and would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) breach any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerEncore Entity;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any material Legal Requirement or any material Order to which Seller any Encore Entity, any material assets owned or Shareholderused by any of them, or any of the Assetstheir respective material assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any material Governmental Authorization that is held by Seller any Encore Entity or that otherwise relates to the Assets any material assets owned or to the business of Sellerused by any Encore Entity;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;material Contract of any Encore Entity; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in material assets owned or used by any shareholder of the Seller having the right to exercise dissenters' appraisal rightsEncore Entity.
(cd) Except as set forth in Part 3.2(c), neither Seller nor Shareholder No Encore Entity is required to give any notice to or obtain any Consent with respect to any of its material Contracts or material Governmental Authorizations from any Person that has not been given or obtained, as applicable, in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except (i) as set forth on Schedule 4.2(d), or (ii) where failure to obtain such Consents or give such notice would not prevent consummation of the Contemplated Transactions and would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution Amarin and delivery by Seller APCL and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, is enforceable against each of them in accordance with its terms. Seller Upon the execution and delivery by Amarin and APCL of the Master Assignment and Assumption Agreement, the Trademark Assignment, and each other agreement to be executed or delivered by either or both of them at the Closing (collectively, the “Sellers’ Closing Documents”), each of Sellers’ Closing Documents signed by Amarin will constitute the legal, valid and binding obligation of Amarin enforceable against it in accordance with its terms, and each of the Sellers’ Closing Documents signed by APCL will constitute the legal, valid and binding obligation of APCL enforceable against it in accordance with its terms. Amarin and APCL each has the absolute full and unrestricted right, power and authority to execute and deliver this Agreement and each of the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and each of the Seller's Sellers’ Closing DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary action by Seller's each of Amarin’s and APCL’s shareholders (if required) and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)Schedule 3.2, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Amarin or (B) any resolution adopted by the board of directors or the shareholders of SellerAPCL;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller Amarin or Shareholder, APCL or any of the Acquired Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Amarin or that otherwise relates APCL and is material to the Assets or to the business of SellerAcquired Assets;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Amarin Contract;
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or
(viivi) result in any shareholder of the Seller Amarin having the right to exercise dissenters' ’ appraisal rightsrights or any equivalent thereof.
(c) Except as set forth in Part 3.2(c)Schedule 3.2, neither Seller Amarin nor Shareholder APCL is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) Each Seller and each Purchased Subsidiary has all requisite corporate or other power and authority to enter into this Agreement and the documents to be delivered by such Seller at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by each Seller and constitutes the a legal, valid and binding obligation of Seller and Shareholdereach Seller, enforceable against each of them such Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of from time to time in effect that affect creditors' ’ rights generally or and by legal and equitable principles relating to enforceability (regardless limitations on the availability of whether considered in a proceeding at law or in equity)specific remedies. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by each Seller's shareholders and ’s board of directorsdirectors or other governing body, as applicable. Shareholder has all No further corporate, other governing body or shareholder action is necessary legal capacity on the part of Sellers to enter into execute and deliver this Agreement and the Seller's Closing Documents or to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummate the Contemplated Transactions.
(b) Except as set forth in Part Section 3.2(b)) of the Seller Disclosure Letter, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision Conflict with or violate the constituent documents of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerPurchased Subsidiary;
(ii) Breach Conflict with, result in a breach, violation or termination of any provision of, constitute a default under or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subjectContract;
(iii) Result in an acceleration or increase of any indebtedness or other amounts due with respect to the Business or the Assets;
(iv) Result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the Assets or any of the Outstanding Equity Securities; or
(v) To the Knowledge of Sellers, contravene, conflict with or result in a violation or breach of any of Governmental Authorization, Legal Requirement or Order applicable to Sellers, the terms Purchased Subsidiaries, the Business or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to which Sellers, the business of Seller;
(iv) cause Buyer to become subject toPurchased Subsidiaries, the Business or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsAssets may be subject.
(c) Except as set forth in Part Section 3.2(c)) of the Seller Disclosure Letter, neither no Seller nor Shareholder or Purchased Subsidiary is required to give any notice to or obtain any Consent or Governmental Authorization from any Person (i) Third Party under any Seller Contract with a current value in excess of $25,000, (ii) any original equipment manufacturer or other vendor of Inventory, (iii) any lessor under a Real Property Lease or (iv) any Governmental Body in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, other than (i) those notices and Consents and Governmental Authorizations that have been obtained and are in full force and effect at the Effective Time, (ii) those notices and Consents required under the Seller Contracts not required to be disclosed in Section 3.17(a) of the Seller Disclosure Letter, and (iii) such notices and consents as may be required under foreign laws. Notwithstanding anything herein to the contrary, the list of Consents set forth in Section 3.2(c) of the Seller Disclosure Letter that relate to Seller Contracts only relate to those Seller Contracts set forth in Section 3.17(a) of the Seller Disclosure Letter.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderSeller, enforceable against each of them it in accordance with its terms, except as enforceability the enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfermoratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)limiting creditors’ rights generally. Upon the execution and delivery by Seller and Shareholder of the Bill of Sale, Assignment and Assumption Agreement Agreement, the Escrow Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its terms, except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionscorporate action.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willdoes, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Assets may be subject;
(iii) contravenecontravene conflict with, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller each of AHC, Parent and Shareholder, each Merger Sub enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or and other similar laws affecting the enforcement of creditors' ’ rights generally or and by equitable general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder each of the Assignment and Assumption Agreement AHC, Parent and each other Merger Sub of each agreement to be executed or delivered by any or all each of Seller AHC, Parent and Shareholder Merger Sub at the Closing (collectively, the "Seller's “AHC’s Closing Documents"”), each of Seller's AHC’s Closing Documents will constitute the legal, valid and binding obligation of the Seller each of AHC, Parent and the Shareholder, each Merger Sub enforceable against each of them in accordance with its terms. Seller Each of AHC, Parent and each Merger Sub has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's AHC’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's AHC’s Closing Documents. The execution, delivery and performance by AHC, Parent and each Merger Sub of this Agreement and the consummation by AHC, Parent and each Merger Sub of the transactions contemplated hereby are within the powers of AHC, Parent or such Merger Sub, as applicable, and, except for the approval of the sole stockholder of each of Parent and each Merger Sub which shall have been obtained prior to the Closing Date, and such action has subject to the required approval and adoption of this Agreement and the AHC Merger by the stockholders of AHC have been duly authorized by all necessary action by Seller's shareholders on the part of AHC, Parent and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionseach Merger Sub.
(b) Except as set forth in Part 3.2(b5.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller AHC, Parent or (B) either Merger Sub or any resolution adopted by the board Board of directors Directors or the shareholders stockholders of SellerAHC, Parent or either Merger Sub;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, other than as related to the HSR Act, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller AHC, Parent or Shareholdereither Merger Sub, or any of the Assetsits assets, may be subject, except where such Breach or challenge would not have a AHC Material Adverse Effect;
(iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller AHC, Parent or either Merger Sub or that otherwise relates to the Assets its assets or to the business of SellerAHC, Parent or either Merger Sub, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a AHC Material Adverse Effect;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material AHC Contract;
(viv) result Result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assetsits assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c5.2(c), neither Seller nor Shareholder AHC, Parent or either Merger Sub is required to give any notice to or obtain any Material AHC Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller Seller, Subsidiary and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller Seller, Subsidiary and Shareholder Shareholders of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller Seller, Subsidiary and Shareholder Shareholders at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller each of Seller, Subsidiary and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has and Subsidiary have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is they are a party and to perform its their obligations under this Agreement and the Seller's ’s Closing Documents, and such action has actions have been duly authorized by all necessary action by Seller's shareholders ’s Shareholders and board Seller’s and Subsidiary’s boards of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his or her obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
indirectly: (i) Breach (A) violate or conflict with any provision of any of the Governing Documents of Seller or Subsidiary; or (ii) constitute a violation of, or be in conflict with, or constitute or create a material default under, or result in the creation or imposition of any encumbrance upon any property of Seller or Subsidiary pursuant to (A) any agreement or instrument to which either Seller or Subsidiary is a party or by which any of their properties is bound, or (B) any resolution adopted by the board statute, judgment, decree, order, regulation or rule of directors any court or the shareholders of Seller;
(ii) Breach governmental or give any Governmental Body regulatory authority; or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a material violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or Subsidiary or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsBusiness.
(c) Except as set forth in Part 3.2(c), neither ) sets forth all of the Consents that Seller nor Shareholder is or Subsidiary are required to obtain from any Person or to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Solomon Technologies Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller FindWhat and ShareholderBuyer, enforceable against each of them FindWhat and Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller FindWhat and Shareholder Buyer of the Assignment and Assumption Agreement Agreement, the Consulting Agreements, the Shareholder Non-Competition Agreements, and each other agreement to be executed or delivered by any or all of Seller and Shareholder FindWhat and/or Buyer at the Closing (collectively, the "SellerBuyer's Closing Documents"), each of Sellerthe Buyer's Closing Documents will constitute the legal, valid and binding obligation of the Seller FindWhat and the ShareholderBuyer, enforceable against each of them FindWhat and Buyer, as the case may be, in accordance with its respective terms. Seller has FindWhat and Buyer have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerBuyer's Closing Documents to which it is a party and to perform its their obligations under this Agreement and the SellerBuyer's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing corporate action.
(ib) Neither the execution and delivery of this Agreement by FindWhat and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement Buyer nor the consummation or performance of any of the Contemplated Transactions willby FindWhat and Buyer will give any Person the right to prevent, directly delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to:
(i) Breach (A) any provision of any of the FindWhat's or Buyer's Governing Documents of Seller or Documents;
(Bii) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach FindWhat or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subjectBuyer;
(iii) contravene, conflict with any Legal Requirement or result in a violation Order to which FindWhat or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;Buyer may be subject; or
(iv) cause any Contract to which FindWhat or Buyer to become subject to, is a party or to become liable for the payment of, any Tax;
(v) Breach any provision of, by which FindWhat or give any Person the right to declare a default Buyer may be bound. Neither FindWhat nor Buyer are or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally or and by equitable principles relating to enforceability (regardless of whether considered applied in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement Transaction Document to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectivelyClosing, the "Seller's Closing Documents"), each of Seller's Closing Documents will such Transaction Document shall constitute the legal, valid valid, and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms; provided, that the exceptions pertaining to enforceability set forth in the immediately preceding sentence shall apply equally to this sentence. Seller has the absolute and unrestricted rightThis Agreement, power and authority to execute and deliver this Agreement each applicable Transaction Document and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly approved and authorized by all necessary action by Seller's shareholders requisite corporate action, including, without limiting the generality of the foregoing, all stockholder and board of directors. Shareholder has all necessary legal capacity directors approvals required pursuant to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party ’s certificate of incorporation, bylaws, as amended, and to perform his obligations hereunder any Legal Requirements, and thereunder. By his execution of this Agreement and no other corporate or other proceedings or actions on the Seller's Closing Documents, Shareholder, being the sole shareholder part of Seller, is thereby authorizing (i) the execution and delivery its board of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsdirectors or stockholders are necessary therefor.
(b) Except as set forth in Part 3.2(b)Neither the execution, neither the execution nor delivery and performance of this Agreement or any other Transaction Document nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach (A) breach or conflict with any provision of any of the Governing Documents certificate of Seller incorporation or (B) any resolution adopted by the board of directors or the shareholders bylaws of Seller;
, as amended as of the Closing Date; (ii) Breach or give any Governmental Body or other Person (including any holder of any capital stock, other equity interest or debt of Seller) the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or Shareholder, or any of the Purchased Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates relates, directly or indirectly, to the Purchased Assets or to the business of Seller;
; or (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy or any right of first refusal or first offer under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) or otherwise result in or permit any change in the imposition rights or creation obligations of any Encumbrance upon Person other than Seller under, any contract, lease, license or with respect sublicense, franchise or other instrument or agreement to which Seller is a party or by which Seller or any of the Assets; or
(vii) result in its assets are bound, including any shareholder of the Seller having the right to exercise dissenters' appraisal rightsAssumed Contract.
(c) Except as set forth in Part on Schedule 3.2(c), neither Seller nor Shareholder no notice to, or consent, approval or waiver from, any Person or filing or registration with any Governmental Body, is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including the sale, transfer and assignment of the Purchased Assets. There are no applicable bulk sales laws or similar Legal Requirements which would require that notice of the Contemplated Transactions be given to creditors of Seller or any Governmental Body, or any other notice be given or consent or approval be obtained or similar action be taken.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, terms (except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws legal requirement relating to or affecting the enforcement of creditors' ’ rights generally or by equitable and except as such enforceability is subject to general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller of each agreement and Shareholder of the Assignment and Assumption Agreement and each other agreement certificate to be executed or delivered by any or all of Seller and Shareholder at the Closing pursuant to Section 2.6(a) (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its termsterms (except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders ’s equityholders and board of directorsmanagers. Shareholder has Seller and its equityholders have all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is they are a party and to perform his their obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
), (i) Breach (A) breach any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors managers or the shareholders equityholders of Seller;
Seller in a manner that would give rise to a Material Adverse Effect, (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
Business, in each case in a manner that would give rise to a Material Adverse Effect; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any material Seller Contract;
; (viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
or (viivi) result in any shareholder equityholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(c) or 3.15(a), neither or as would not give rise to a Material Adverse Effect, Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person other than the Seller’s managers and equity holders in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (LOCAL.COM)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them the Seller in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of creditors' rights generally or by equitable equity, including principles relating to enforceability of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in law or in equity). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and and, with respect to Seller, the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach violate or constitute a breach of (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
; (ii) Breach violate or constitute a breach of or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
; (v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
contract; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsShares; or
or (vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part on Section 3.2(c)) of the Disclosure Schedule, neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderSeller, enforceable against it in accordance with its terms except as such may be limited by bankruptcy, insolvency, moratorium, reorganization, liquidation, conservatorship, receivership, fraudulent transfer or other laws relating to or affecting the enforcement of creditors’ rights, and by general principles of equity. Upon the execution and delivery by Seller of the Xxxx of Sale, Assignment and Assumption Agreement, and each other agreement executed and delivered by Seller at the Closing (collectively, the “Seller’s Closing Documents”), each of them Seller’s Closing Documents will constitute the legal, valid, and binding obligation of Seller, enforceable against it in accordance with its terms, except as enforceability such may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, liquidation, conservatorship, receivership, fraudulent conveyance transfer or transfer, moratorium other laws relating to or similar laws affecting the enforcement of creditors' rights generally or ’ rights, and by equitable general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action of the members of Seller to the extent required by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated TransactionsFlorida law.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Sale Assets may be subjectsubject as a result of the contemplated Transactions;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Sale Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mesa Laboratories Inc /Co)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by subject to applicable laws relating to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement receivership and to general principles of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller Sellers and Shareholder of the Assignment each Closing Document and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller Sellers and Shareholder at the Closing (collectively, the "Seller's Sellers' Closing Documents"), each of Seller's Sellers' Closing Documents will constitute the legal, valid and binding obligation of the each Seller and Shareholder party thereto, as the Shareholdercase may be, enforceable against each of them in accordance with its terms, subject to applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or receivership and to general principles of equity. Each Seller has the absolute and unrestricted all necessary right, power and authority to execute and deliver this Agreement and the Seller's Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers' Closing DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary action by Seller's Sellers' shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), assuming all Consents have been obtained neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of either Seller or (B) any resolution adopted by the board of directors or the shareholders shareholder of either Seller;
(ii) Breach Violate or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief in a manner that would have a Material Adverse Impact under any Legal Requirement or any Order to which either Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Agreement Consulting Agreements, the Shareholder Non-Competition Agreements, and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders Shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or any Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause FindWhat or Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder Shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor any Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them it in accordance with its terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of creditors' rights generally or by equitable equity, including principles relating to enforceability of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding Proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Buyer of the Credit Instrument, the Assignment and Assumption Agreement, the Beutlich License Agreement, the Patent License Assignment, the Vxx Xxxx Consulting Agreement, the Termination Agreement, the Side Letter Agreement and each other agreement and instrument to be executed or and delivered by any or all of Seller and Shareholder Buyer at the Closing (collectively, the "Seller's “Buyer Closing Documents"”), each of Seller's the Buyer Closing Documents will shall constitute the legal, valid and binding obligation of the Seller and the Shareholder, Buyer enforceable against each of them Buyer in accordance with its their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Proceeding at law or in equity). Seller Buyer has the absolute and unrestricted right, all corporate power and corporate authority to execute and deliver this Agreement and the Seller's Buyer Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Buyer Closing Documents, and such action has been duly authorized by all necessary corporate action by Seller's shareholders and board on the part of directorsBuyer. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions willshall, directly or indirectly (with or without notice or lapse of time):
(ia) Breach (A) breach or conflict with any provision of any Buyer’s articles of the Governing Documents of Seller incorporation or (B) bylaws or other charter documents, or contravene any resolution adopted by the board of directors or the shareholders shareholder(s) of SellerBuyer;
(iib) Breach breach or conflict with any Applicable Law or Order to which Buyer may be subject or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement Applicable Law or any Order to which Seller or Shareholder, or any of the Assets, Buyer may be subject;; or
(iiic) contravene, breach or conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition contract or creation of any Encumbrance upon agreement to which Buyer is a party or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsby which Buyer is bound.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller and Shareholder, Party enforceable against each of them such Seller Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium transfer or similar laws affecting the enforcement of creditors' ’ rights generally or by equitable and general principles relating to enforceability of equity (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Each of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute Related Agreements constitutes the legal, valid and binding obligation of the such Seller Party and the Shareholdersuch respective Subsidiaries that are signatories thereto, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Such Seller Party and such of its Subsidiaries has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and each of the Seller's Closing Documents Related Agreements to which it each is a party party, and to perform its their obligations under this Agreement and consummate the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has been duly authorized by all necessary action corporate action.
(b) The execution, delivery and performance by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution Seller Party of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery by such Seller Party or any of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance its Subsidiaries of any of the Contemplated Transactions willRelated Agreements to which each is a party, directly or indirectly (with or without notice or lapse and the consummation of time):
the transactions contemplated hereby and thereby, does not and will not: (i) Breach (A) violate any provision of such Seller Party’s or any of the such Subsidiaries’ Governing Documents of Seller Documents, or (B) any resolution adopted by the its board of directors or the shareholders of Seller;
(or similar management group); (ii) Breach or give assuming the receipt of the FERC Approvals and the other actions with respect to any Governmental Body set forth on Schedule 3.2(c), violate or other Person the right to challenge conflict with any provisions of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which such Seller Party, its Subsidiaries or Shareholder, or any of the Assets, Book may be subject;
; (iii) contraveneassuming the receipt of all Consents set forth in Schedule 3.2(c), violate, conflict with or with, result in a violation or breach of any of the terms or requirements of, constitute (with due notice or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate lapse of time or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(ivboth) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise cause any remedy obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under, any Commodity Transaction; or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(viiv) result in the creation or imposition or creation of any Encumbrance (including any non-compete, exclusivity obligation or other restriction) except Permitted Encumbrances upon any Transferred Asset or Commodity Transaction, except, with respect to any clauses (iii) and (iv) above, as would not have and would not reasonably be expected to have a Book Material Adverse Effect. Without limiting the generality of the Assets; or
(vii) result in foregoing, each Seller Parent has waived any shareholder provision of the Limited Liability Partnership Agreement of the Seller having Parties, dated as of April 1, 2008, as amended (including Section 16.3 thereof) that would restrict or be inconsistent with the right to exercise dissenters' appraisal rightstransactions contemplated hereby.
(c) Except as for the FERC Approvals and the Consents set forth in Part Schedule 3.2(c), neither Seller nor Shareholder no Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization), stockholder or other Person (whether a Third Party or otherwise) is required to give be made or obtained by such Seller Party or any notice to or obtain any Consent from any Person of its Subsidiaries in connection with the such Seller Party’s execution, delivery, and performance of this Agreement and, as applicable, such Seller Party’s or such Subsidiaries’, execution and delivery of this Agreement the Related Agreements or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not be material.
Appears in 1 contract
Samples: Transfer Agreement (Royal Bank of Scotland Group PLC)
Enforceability; Authority; No Conflict. (a) 3.2.1 This Agreement has been duly executed and delivered by Seller and Equityholder and, assuming the due authorization, execution and delivery by Buyer and Isonics, constitutes the legal, valid and binding obligation of each of Seller and ShareholderEquityholder, enforceable against each of them Seller and Equityholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Equityholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder and/or Equityholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholderand/or Equityholder, as applicable, enforceable against each of them Seller and/or Equityholder, as applicable, in accordance with its their respective terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Equityholder and Seller's shareholders and board of directors. Shareholder Equityholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder Equityholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents.
3.2.2 Except as set forth in Part 3.2.2, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) neither the execution and delivery of this Agreement by Seller and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement Equityholder nor the consummation or performance of any of the Contemplated Transactions by Seller and Equityholder will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any material Legal Requirement or any Order to which Seller or ShareholderEquityholder, or any of the Assets, may be subject;
(iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(viiv) result Result in any shareholder of the Equityholder or other person owning an interest in Seller having the right to exercise dissenters' appraisal rights.
(c) 3.2.3 Except as set forth in Part 3.2(c)3.2.3, neither Seller nor Shareholder Equityholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them it in accordance with its terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement rights of creditors' rights creditors generally or and by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)principles. Upon the execution and delivery by Seller and Shareholder of the Xxxx of Sale, Assignment and Assumption Agreement Assumption, Holdback Escrow Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Seller "s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar laws affecting the rights of creditors generally and by equitable principles. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller "s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders members, managers and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsany other governing body.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution or consent adopted by the board of directors members, managers or the shareholders other governing body of Seller;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Purchased Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerPurchased Assets;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract to which Seller Contract;is a party unless such Person has waived in writing such breach or other right with respect to such Contract as described on Schedule 3.2(b); or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c)) and the notice required under the HSR Act, neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regal Entertainment Group)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderSeller, enforceable against it in accordance with its terms except as such may be limited by bankruptcy, insolvency, moratorium, reorganization, liquidation, conservatorship, receivership, fraudulent transfer or other laws relating to or affecting the enforcement of creditors’ rights, and by general principles of equity. .Upon the execution and delivery by Seller of the Xxxx of Sale, Assignment and Assumption Agreement, and each other agreement executed and delivered by Seller at the Closing (collectively, the “Seller’s Closing Documents”), each of them Seller’s Closing Documents will constitute the legal, valid, and binding obligation of Seller, enforceable against it in accordance with its terms, except as enforceability such may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, liquidation, conservatorship, receivership, fraudulent conveyance transfer or transfer, moratorium other laws relating to or similar laws affecting the enforcement of creditors' rights generally or ’ rights, and by equitable general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted corporate right, power power, and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement the Board of Directors and the Seller's Closing Documents Shareholders of Seller to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsextent required by North Carolina law.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willwill by Seller, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Sale Assets may be subjectsubject as a result of the contemplated Transactions;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Sale Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mesa Laboratories Inc /Co)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller Seller, each Member, and Shareholdereach Principal, enforceable against each of them in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of creditors' rights generally or by equitable principles relating to enforceability equity (regardless of whether considered enforcement is sought in a proceeding at law or in equity). Upon the execution and delivery by Seller Seller, Members, and Shareholder Principals, as the case may be, of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder them at the Closing (collectively, the "“Seller's ’s Closing Documents"”), (assuming the due authorization, execution and delivery hereof and thereof by Buyer and any other parties thereto) each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller, the Seller Members, and the ShareholderPrincipals, as the case may be, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Seller has and Members have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it each is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsaction. Shareholder Each Principal has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder Principal is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)Schedule 3.2, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors Seller or the shareholders of SellerMembers;
(ii) Breach To Seller’s Knowledge, breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, any Member, any Principal, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c)Schedule 3.2, neither Seller nor Shareholder any Member nor any Principal is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except where failure to give such notice would not, individually or in the aggregate, have a material adverse effect on the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderSeller, enforceable against each of them it in accordance with its terms, except as enforceability the enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfermoratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)limiting creditors’ rights generally. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willdoes, directly or indirectly (with or without notice or lapse of time):
): (i) Breach breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
; (ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;
; or (viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of , except where the Seller having the right to exercise dissenters' appraisal rightsbreach, right, contravention, conflict, violation, imposition or creation would not have a Material Adverse Effect.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability generally.
(regardless of whether considered in a proceeding at law or in equity). b) Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption each Transaction Document to which Seller is a party other than this Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing Schedules hereto (collectively, the "Seller's Closing Documents"), each of the Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been (or prior to the Closing will be) duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(bc) Except as set forth in Part 3.2(b)on Schedule 5.02, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement Law or any Order to which Seller or Shareholder, or any of the Assets, Assets may be subject;; -------------------------------------------------------------------------------- 18
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer Buyers to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(cd) Except as set forth in Part 3.2(c)on Schedule 5.02, neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cti Molecular Imaging Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller Sellers, enforceable against each of them in accordance with its terms. Upon the execution and Shareholderdelivery by Sellers of each other agreement to be executed or delivered by any or all of Sellers at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Sellers who are parties thereto, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium insolvency or similar laws Legal Requirements affecting the enforcement of creditors' ’ rights generally or by equitable principles relating to enforceability (regardless generally. Each of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the such Seller's ’s Closing Documents, except as disclosed in Part 3.2(a) and such action has been duly authorized by all necessary action by such Seller's shareholders and ’s board of directors. Shareholder has all necessary legal capacity directors and, to enter into this Agreement and the extent required under applicable law, such Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions’s shareholders.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of any Seller or (B) any resolution adopted by the board of directors or the shareholders of any Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholderany Seller, or any of the Assets, may be subject;
(iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(vi) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or
(viii) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither no Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each of Seller and Shareholderthe Company, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by each of Seller and Shareholder the Company of the Assignment and Assumption this Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Sellers at the Closing (collectively, the "Seller's Sellers' Closing Documents"), each of Seller's the Sellers' Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderCompany, enforceable against each of them in accordance with its terms. Each of Seller and the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers' Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders Sellers and board the Company. Each of directors. Shareholder Seller and the Company has all necessary legal capacity to enter into this Agreement and the Seller's Sellers' Closing Documents to which such Shareholder it is a party and to perform his such its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the shareholders of SellerCompany;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller Company or Shareholderany of Seller, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the business of SellerCompany;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Neither Company nor any of Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(d) Yahu is the sole record and beneficial owner of 99% of the Shares and Bao is the sole record and beneficial owner of 1% of the Shares. Each Seller has good and marketable title to the Shares, free and clear of any Encumbrance. Upon the execution and delivery of this Agreement and issuance of the Consideration Shares to the Sellers, Buyer shall be the lawful record and beneficial owner of the Shares, free and clear of all Encumbrances. There are no stockholders' agreements, voting trust, proxies, options, rights of first refusal or any other agreements or understandings with respect to the Shares.
Appears in 1 contract
Samples: Share Purchase Agreement (Pay88)
Enforceability; Authority; No Conflict. (a) a. This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Consulting Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders the Shareholder and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents.
b. Except as set forth in Exhibit 3.2(b), Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) neither the execution and delivery of this Agreement and the Seller's Closing DocumentsAgreement, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerShareholder;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or the Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax, other than one-half of all sales taxes necessary for the transfer, filing or recording of and of the Assets;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) c. Except as set forth in Part Exhibit 3.2(c), neither Seller nor the Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderIEA, enforceable against each of them in accordance with its terms. Seller and IEA each has the absolute and unrestricted right, requisite power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documentshereunder, and such action has been duly authorized by all necessary action by Seller's shareholders ’s and IEA’s shareholders, board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholdermembers and/or managers, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsas applicable.
(b) Except as set forth in Part 3.2(bUpon the execution and delivery by Seller of the Supply Agreement and each other agreement to be executed or delivered by Seller at the Closing (collectively, “Seller’s Closing Documents”), neither each of Seller’s Closing Documents will constitute the execution nor legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the requisite power and authority to execute and deliver Seller’s Closing Documents and to perform its obligations thereunder, and such action has been duly authorized by all necessary action by Seller’s members and/or managers.
(c) The execution, delivery and performance by Seller and IEA of this Agreement, the Supply Agreement nor and Seller’s Closing Documents, as applicable, and the consummation or performance of any of the Contemplated Transactions willdo not and will not, directly or indirectly indirectly:
(i) violate or conflict with any provision of the Governing Documents of Seller or IEA;
(ii) violate, conflict with, result in a breach of or constitute (with or without notice or lapse of time):
(itime or both) Breach (A) a default under, give rise to a right of termination, amendment or cancellation of, accelerate the performance required by, or result in any provision of any of payment under, the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerGround Lease;
(iiiii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Assets may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;; or
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person Tax other than the right Taxes for which Buyer is liable pursuant to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsSection 7.1.
(cd) Except as set forth in Part 3.2(c)Other than the Consent of the landlord under the Ground Lease, neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Industrial Enterprises of America, Inc.)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller PRB and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller PRB and Shareholder Shareholders of the Assignment and Assumption the Consulting Agreement, the Confidentiality Agreement and each other agreement to be executed or delivered by any or all of Seller PRB and Shareholder Shareholders at the Closing (collectively, the "SellerPRB's Closing Documents"), each of SellerPRB's Closing Documents will constitute the legal, valid and binding obligation of the Seller each of PRB and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller PRB has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerPRB's Closing Documents to which it is a party and to perform its obligations under this Agreement and the SellerPRB's Closing Documents, and such action has been duly authorized by all necessary action by SellerPRB's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the SellerPRB's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(bSection 3.1(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller PRB or (B) any resolution adopted by the board of directors or the shareholders of SellerPRB;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller PRB or either Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller PRB or that otherwise relates to the Assets or to the business of SellerPRB;
(iv) cause Buyer PACIFIC to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller PRB Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller PRB having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(cSection 3.1(c), neither Seller PRB nor either Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Pharmaceutical Product License and Distribution Agreement (Bi-Optic Ventures Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes Upon the execution and delivery by the Seller Parties of the Seller Documents, each Seller Document will constitute the legal, valid valid, and binding obligation of each Seller and ShareholderParty, as applicable, enforceable against each of them in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws applicable Law from time to time in effect relating to or affecting the enforcement of creditors' ’ rights generally or by and general equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its termsprinciples. Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Closing Documents each Seller Document to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Seller Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. The Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents each Seller Document to which such the Shareholder is a party and to perform his the Shareholder’s obligations hereunder and thereunder. By his execution of this Agreement and under the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Seller Documents, and (ii) such performance will not violate the Contemplated Transactionsterms of any Contract to which the Shareholder is bound.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor or delivery of this Agreement any Seller Document, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement Law or any Order to which any Seller or ShareholderParty, or any of the Acquired Assets, may be subject;
(iii) contraveneContravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to to, the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;
(viv) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or
(viivi) result Result in any shareholder of the Seller having the right to exercise dissenters' ’ or appraisal rights.
(c) Except as set forth in Part 3.2(c), neither No Seller nor Shareholder Party is required to give any notice to or obtain the Consent of any Consent from Third Party regarding any Person in connection with the execution and delivery of Seller Party’s entry into this Agreement or the consummation or performance of Agreement, any of the other Transaction Documents, or the Contemplated Transactions, where the failure to give such notice or to obtain such Consent could reasonably be expected to cause a Material Adverse Change to Buyer, the Acquired Assets or the Business after Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Berkshire Hills Bancorp Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Buyer of the Assignment and Assumption Agreement Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder Buyer at the Closing (collectively, the "Seller's “Buyer’s Closing Documents"”), each of Seller's the Buyer’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderBuyer, enforceable against each of them Buyer in accordance with its respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. Seller Buyer has the absolute and unrestricted right, all requisite corporate power and authority to execute and deliver this Agreement and the Seller's Buyer’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Buyer’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's Buyer’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing .
(ib) Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement by Buyer nor the consummation or performance of any of the transactions contemplated hereby by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):pursuant to:
(i) Breach (A) any provision of any of the Buyer’s Governing Documents of Seller or Documents;
(Bii) any resolution adopted by the board management of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subjectBuyer;
(iii) contravene, conflict with any Legal Requirement or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right Order to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;which Buyer may be subject; or
(iv) cause any Contract to which Buyer to become subject to, is a party or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder by which Buyer may be bound. Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions other than with respect to the permits to be conveyed hereunder and under the Assignment of Permits agreement.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement Transaction Documents to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, liquidation, fraudulent conveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally, (ii) applicable laws, court decisions and general principles of equity (regardless of whether such enforceability is adjudicated in proceeding in equity or at law), (iii) procedural requirements of law applicable to conflicts of laws principles and the exercise of creditors’ rights and remedies generally, and (iv) matters of public policy (“Equitable Exceptions”). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b)) or except as otherwise expressly contemplated by this Agreement and/or the other Transaction Documents, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Purchased Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Purchased Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or
(viivi) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment Escrow Agreement, the Seller's Noncompetition and Assumption Confidentiality Agreement and each other agreement to be executed or and/or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or Unique Fabrications or (B) any resolution adopted by the board of directors or the shareholders of SellerSeller or the member or managers of Unique Fabrications;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, Unique Fabrications or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is Permit held by Seller or Unique Fabrications or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any TaxTax other than the Buyer Transaction Taxes;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Parts 2.10(a) and 2.10(b), neither Seller nor Unique Fabrications is required to obtain any Consent from, and except as set forth in Part 3.2(c), neither Seller nor Shareholder Unique Fabrications is required to give any notice to or obtain any Consent from to, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Champion Enterprises Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, the Purchaser enforceable against each of them it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium transfer or similar laws affecting the enforcement of creditors' ’ rights generally or by equitable and general principles relating to enforceability of equity (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder the Purchaser of the Assignment and Assumption Agreement and each other agreement Related Agreements to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents")which it is a party, each of Seller's Closing Documents such Related Agreements will constitute the legal, valid and binding obligation of the Seller and the ShareholderPurchaser, enforceable against each of them it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Seller The Purchaser has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and each of the Seller's Closing Documents Related Agreements to which it is a party party, and to perform its obligations under this Agreement and consummate the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionscorporate action.
(b) Except as set forth in Part 3.2(b)The execution, neither delivery and performance by the execution nor delivery Purchaser of this Agreement nor the consummation or performance of any of the Contemplated Transactions willRelated Agreements to which it is a party, directly or indirectly (with or without notice or lapse and the consummation of time):
the transactions contemplated hereby, does not and will not: (i) Breach (A) violate any provision of any of the Governing Documents of Seller the Purchaser or (B) its Subsidiaries, or any resolution adopted by the board of directors or shareholders (or similar management group) of the shareholders of Seller;
Purchaser or its Subsidiaries; (ii) Breach or give any Governmental Body or other Person assuming the right to challenge any receipt of all approvals set forth in Schedule 3.2(c) and in Schedule 4.2(c) of the Contemplated Transactions Purchaser Disclosure Letter, violate or to exercise conflict with any remedy or obtain any relief under provisions of any Legal Requirement Requirements or any Order to which Seller the Purchaser or Shareholderits Subsidiaries may be subject; or (iii) violate, conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any Contract to which the Purchaser or any of the Assetsits Subsidiaries is a party or by which any of them is bound or to which any of their respective properties or assets is subject, may be subject;
except, with respect to clause (iii) contraveneabove, conflict with or result in as would not constitute a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsPurchaser Material Adverse Effect.
(c) Except as set forth in Part 3.2(cSchedule 4.2(c) of the Purchaser Disclosure Letter, no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), neither Seller nor Shareholder stockholder or other Person (whether a Third Party or otherwise) is required to give be made or obtained by the Purchaser or any notice to or obtain any Consent from any Person of its Subsidiaries in connection with the execution execution, delivery, and delivery performance of this Agreement and the Related Agreements or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Royal Bank of Scotland Group PLC)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and Shareholdereach Seller, enforceable against each of them it in accordance with its terms, except as enforceability the enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfermoratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)limiting creditors’ rights generally. Upon the execution and delivery by each Seller and Shareholder of the Assignment and Assumption Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of the Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholderrespective Seller, enforceable against each of them it in accordance with its terms, except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. Each Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by each Seller's shareholders and ’s board of directors. Shareholder has all necessary legal capacity to enter into this Agreement directors and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsshareholders.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement by each Seller nor the consummation or performance of any of the Contemplated Transactions willby each Seller does, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Assets, may be is subject;
(iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither each Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement has been duly executed and delivered by Seller and each Shareholder and constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting the enforcement of or relating to creditors' ’ rights generally or by equitable and is subject to general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and each Shareholder of the Assignment and Assumption Escrow Agreement and each other agreement to be executed or delivered by any or all of Seller and Seller, Shareholders or any Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the each Shareholder, as applicable, enforceable against each of them in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and are subject to general principles of equity. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach Conflict with (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach Conflict with or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or any Shareholder, or any of the Purchased Assets, may be subject, except where any such Conflicts, individually or in the aggregate, would not have a Material Adverse Effect on the ability of Buyer to conduct the business of Seller as currently conducted and as currently proposed by Seller to be conducted and the waiver of which is not otherwise required in order to consummate the Contemplated Transactions;
(iii) contravene, conflict Conflict with or result in a violation or breach of any of the terms or requirements of, Governmental Authorization that is held by Seller or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any Governmental Authorization that is held by Seller or that otherwise relates to the Purchased Assets or to the business of Seller, except where such Conflict, individually or in the aggregate, would not have a Material Adverse Effect on the ability of Buyer to conduct the business of Seller as currently conducted and as currently proposed by Seller to be conducted and the waiver of which is not otherwise required in order to consummate the Contemplated Transactions;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or
(viivi) except in accordance with the Business Corporation Law of the State of New York, result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(b) or Part 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cabot Microelectronics Corp)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Transaction Documents to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms, except as enforceability such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, fraudulent conveyance or transferconveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by equitable and remedies generally, (ii) applicable laws, court decisions and general principles relating to enforceability of equity (regardless of whether considered such enforceability is adjudicated in a proceeding in equity or at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"law), each (iii) procedural requirements of Seller's Closing Documents will constitute the legal, valid and binding obligation law applicable to conflicts of the Seller laws principles and the Shareholderexercise of creditors’ rights and remedies generally, enforceable against each and (iv) matters of them in accordance with its termspublic policy (“Equitable Exceptions”). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his or her obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)) or except as otherwise expressly contemplated by this Agreement and/or the other Transaction Documents, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any of the Purchased Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Purchased Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor either Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Agreement Escrow Agreement, the Caras/Xxxxxxx Employment Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(bSchedule 2.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or any Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(cSchedule 2.2(c), neither Seller nor any Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against Seller and each of them Shareholder in accordance with its terms, except as enforceability may be limited by applicable terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by and general equitable principles relating to enforceability (regardless of whether considered in a proceeding in equity or at law or in equitylaw). Upon the execution and delivery by Seller and Shareholder each Shareholder, as applicable of the Assignment and Assumption Agreement Escrow Agreement, the Non-Competition Agreements, the Lock-up Agreement, and each other agreement to be executed or delivered by any or all of the Seller and Shareholder and/or Shareholders at the Closing (collectively, the "Seller's “Seller Closing Documents"”), each of Seller's Seller Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholdereach Shareholder party thereto, enforceable against each of them such Seller and/or Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to tor affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors,. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Seller Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Section 3.2(b)) of the Disclosure Schedule, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Seller or the Shareholders will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of any Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person subject to obtaining the right Consents referred to challenge any in Section 3.2(c) of the Contemplated Transactions Disclosure Schedule:
(A) Breach, conflict with or to exercise any remedy or obtain any relief under violate any Legal Requirement or any Order currently in effect to which Seller or Seller, any Shareholder, the Business or any of the Assets, may be are subject;
(iiiB) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any Governmental Authorization that is held by any Seller or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(vC) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Assumed Contract;; or
(viiii) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights, except for Permitted Encumbrances.
(c) Except as set forth in Part Section 3.2(c)) of the Disclosure Schedule, neither Seller nor any Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or Agreement, the consummation or performance of any of the Contemplated Transactions, including the transfer of any Asset to the applicable Buyer, which has not already been made or obtained.
(d) There are no appraisal or dissenters’ rights under applicable Law that are applicable to the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by Seller.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) Each Seller has all requisite corporate or limited liability company power and authority to enter into this Agreement and the documents to be delivered by such Seller at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by Sellers and, assuming the due execution and delivery of this Agreement by Buyer, constitutes the a legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them such Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of from time to time in effect that affect creditors' ’ rights generally or and by legal and equitable principles relating to enforceability (regardless limitations on the availability of whether considered in a proceeding at law or in equity)specific remedies. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by Seller's shareholders and Sellers’ board of directorsTHE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Shareholder has all directors or similar governing body. Except for the Parent Stockholder Approval, which is required to consummate the Contemplated Transactions, no further corporate or stockholder action is necessary legal capacity on the part of Sellers to enter into execute and deliver this Agreement and the Seller's Closing Documents or to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummate the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)the Seller Disclosure Letter and except for the Parent Stockholder Approval, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach Conflict with or violate the Articles of Incorporation (Aor operating agreements as the case may be) any provision of any of the Governing Documents of Seller Parent or (B) any resolution adopted by the board of directors or the shareholders of SellerSellers;
(ii) Breach Conflict with, constitute a material breach, violation or termination of any provision of, or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any material right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subjectContract;
(iii) Result in an acceleration or increase of any indebtedness or other amounts due with respect to the Business or the Assets;
(iv) Result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the Assets; or
(v) To the Knowledge of Sellers, contravene, conflict with or result in a violation or breach of any of Governmental Authorization, Legal Requirement or Order applicable to Sellers, the terms Business or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to which Sellers, the business of Seller;
(iv) cause Buyer to become subject to, Business or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result Assets may be subject, except for any such violation or breach that would not, individually or in any shareholder of the Seller having aggregate, reasonably be expected to have a Material Adverse Effect on Sellers, the right to exercise dissenters' appraisal rightsAssets or the Business.
(c) Except as set forth in Part Section 3.2(c)) of the Seller Disclosure Letter, neither no Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except where the failure to notify or obtain such a consent would not reasonably be expected, as of the date hereof, to have a Material Adverse Effect on Sellers, the Assets or the Business.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller each of Buyer and ShareholderMasTec, enforceable against each of them Buyer and MasTec in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller each of Buyer and Shareholder MasTec of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any Buyer or all of Seller and Shareholder MasTec at the Closing (collectively, the "Seller's “Buyer’s Closing Documents"”), each of Seller's Buyer’s Closing Documents Document will constitute the legal, valid and binding obligation of the Seller each of Buyer and the ShareholderMasTec who is a party to such Buyer’s Closing Documents, enforceable against each of them Buyer and MasTec in accordance with its respective terms. Seller Subject to approval by the Board of Directors of Buyer and MasTec each of Buyer and MasTec has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Buyer’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Buyer’s Closing Documents to which such Shareholder it is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsparty.
(b) Except as set forth in Part on Schedule 3.2(b), neither the execution nor and delivery of this Agreement by Buyer or MasTec nor the consummation or performance of any of the Contemplated Transactions willby Buyer or MasTec will give any Person the right to prevent, directly delay or indirectly (otherwise interfere with or without notice or lapse any of time):
the Contemplated Transactions pursuant to: (i) Breach (A) any provision of any of the Governing Documents of Seller Buyer’s or MasTec’s Organizational Documents; (Bii) any resolution adopted by the board of directors or the shareholders of Seller;
Buyer or MasTec; (iiiii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller Buyer or Shareholder, or any of the Assets, MasTec may be subject;
(iii) contravene, conflict with ; or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause any Contract to which Buyer to become subject toor MasTec, Inc. is a party or to become liable for the payment of, any Tax;
(v) Breach any provision of, by which Buyer or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsMasTec may be bound.
(c) Except as set forth in Part on Schedule 3.2(c), neither Seller nor Shareholder Buyer or MasTec is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) Buyer has all requisite power and authority to enter into this Agreement and the documents to be delivered by Buyer at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by Buyer and, assuming the due execution and delivery of this Agreement by Sellers, constitutes the a legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of from time to time in effect that affect creditors' ’ rights generally or and by legal and equitable principles relating to enforceability (regardless limitations on the availability of whether considered in a proceeding at law or in equity)specific remedies. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by Seller's shareholders Buyer’s managing member. No further limited liability company or member action is necessary on the part of Buyer to execute and board of directors. Shareholder has all necessary legal capacity to enter into deliver this Agreement and the Seller's Closing Documents or to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummate the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision Conflict with or violate the articles of any organization or operating agreement of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerBuyer;
(ii) Breach Conflict with, constitute a breach, violation or termination of any provision of, or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order material Contract to which Seller Buyer is a party; or Shareholder, or any of the Assets, may be subject;THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
(iii) To Buyer’s Knowledge, contravene, conflict with or result in a violation or breach of any of the terms Governmental Authorization, Legal Requirement or requirements of, or give any Governmental Body the right Order applicable to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Buyer or to the business of Seller;
(iv) cause which Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsmay be subject.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder Buyer is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (ai) This Agreement constitutes and each other agreement being executed or delivered by Seller herewith (collectively, the “Seller’s Closing Documents”), constitute the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. The Shareholder has all necessary legal capacity the absolute and unrestricted right, corporate power and authority to enter into execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of .
(ii) Assuming all consents, approvals, authorizations and other actions described in Section 4(b)(iii) have been obtained and except as described in Part 4(b)(ii) or as otherwise provided in this Agreement Section 4 and the Seller's Closing Documentsexcept as would not have a Material Adverse Effect, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time):
(iA) Breach (Ai) any provision of any of the Governing Documents of Seller or (Bii) any resolution adopted by the board of directors or the shareholders of Seller;
(iiB) Breach or give any Governmental Body or other Person Xxxxx Xxxxxxxx the right to successfully challenge any of the Contemplated Transactions or to successfully exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any of the Assets, may be subject;
(iiiC) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(viD) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or;
(viiiii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions which would prevent Seller or Shareholder from performing any of its material obligations under this Agreement except where the failure to obtain such Consent or to give such notice would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Action Products International Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller Bizarre and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller Bizarre and Shareholder Shareholders of the Assignment and Assumption Employment Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller Bizarre and Shareholder Shareholders at the Closing (collectively, the "Seller's Closing DocumentsBIZARRE'S CLOSING DOCUMENTS"), each of SellerBizarre's Closing Documents will constitute the legal, valid and binding obligation of the Seller each of Bizarre and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller Bizarre has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerBizarre's Closing Documents to which it is a party and to perform its obligations under this Agreement and the SellerBizarre's Closing Documents, and such action has been duly authorized by all necessary action by SellerBizarre's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the SellerBizarre's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b5.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller either Bizarre 1 or Bizarre 2 or (B) any resolution adopted by the board of directors or the shareholders of Sellereither Bizarre 1 or Bizarre 2;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller Bizarre or either Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Bizarre or that otherwise relates to the Assets or to the business of SellerBusiness;
(iv) cause Buyer JKP Sub to become subject to, or to become liable for the payment of, any Tax, except to the extent that JKP Sub has expressly assumed such tax liability pursuant to Section 4.4 (a)(ii);
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Bizarre Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller Bizarre having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c5.2(c), neither Seller Bizarre nor either Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Option, Purchase and Exclusive License Agreement (Jill Kelly Productions Holding, Inc.)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the Ancillary Documents constitute the legal, valid valid, and binding obligation obligations of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its their terms, except as enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement creditor’s rights and remedies generally and to general principles of creditors' rights generally or by equitable principles relating to enforceability equity (regardless of whether considered enforcement is sought in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller Buyer has the absolute and unrestricted right, necessary limited liability company power and authority to execute and deliver this Agreement and the Seller's Closing Ancillary Documents, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. Buyer has the right, power, and authority to execute and deliver this Agreement and the other Ancillary Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary limited liability company action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing Buyer.
(ib) Neither the execution and delivery of this Agreement and or the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement Ancillary Documents to which Buyer is a party nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Buyer will, directly or indirectly (with or without notice or lapse of time):
), (i) Breach (A) contravene, violate or conflict with any provision of any of the Governing Documents governing documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
Buyer; (ii) Breach contravene or give conflict with or constitute a violation of any Governmental Body or other Person the right to challenge provision of any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any material Legal Requirement binding upon or any Order applicable to which Seller or ShareholderBuyer, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any loss of material benefits to Buyer) under any of the terms terms, conditions or requirements ofprovisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement, or give other instrument or obligation to which Buyer is a party or any Governmental Body the right to revokeof its properties or assets is bound, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the creation or imposition or creation of any Encumbrance upon Lien on Buyer’s properties or with respect to any of the Assets; or
assets (vii) result except as contemplated by after-acquired property clauses in any shareholder of the Seller having the right to exercise dissenters' appraisal rightssecurity agreements and other financing documents).
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderSeller, enforceable against each of them it in accordance with its terms, except as enforceability the enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfermoratorium, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)limiting creditors’ rights generally. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement, the Escrow Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its terms, except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and ’s board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part Schedule 3.2(b), neither the execution nor and delivery of this Agreement by Seller nor the consummation or performance of any of the Contemplated Transactions willby Seller does, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Assets, may be is subject;
(iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by Sellers in connection with this Agreement (collectively, the “Seller Documents”) will constitute, the legal, valid and binding obligation of Seller and Shareholdereach of Sellers, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability terms (regardless of whether considered in assuming this Agreement is a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of, and enforceable against, Buyer), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of the Seller and the Shareholder, enforceable against each equity relating to enforceability. Each of them in accordance with its terms. Seller Sellers has the absolute and unrestricted requisite right, power and authority to execute execute, deliver and deliver perform this Agreement and has or will have prior to Closing the Seller's Closing Documents to which it is a party requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other Seller Document and to carry out the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary limited liability company, partnership or corporate action, as applicable. All limited liability, partnership or corporate proceedings, as applicable, and any action required to be taken by Seller's shareholders Sellers relating to the execution, delivery and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution performance of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement Seller Documents and the Seller's Closing Documents, consummation of the transactions contemplated hereby and (ii) the Contemplated Transactionsthereby have been duly taken or will have been duly taken prior to Closing.
(b) Except as set forth in Part Schedule 3.2(b), neither none of the execution nor execution, delivery or performance of this Agreement and the Seller Documents nor the consummation or performance of any of the Contemplated Transactions will, directly hereof or indirectly thereof will (with or without notice or lapse of time):
(i) Breach contravene, conflict with or result in a violation or breach of any of the terms or requirements of (A) any provision of any of the Governing Documents of Seller any of the Sellers, or (B) any resolution adopted by the board managers or members of 1051FM, the partners of Susquehanna, or the directors or the shareholders of SellerRadio;
(ii) Breach contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, Sellers may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Commission Authorization or any material Governmental Authorization that is not a Commission Authorization or any Legal Requirement relating to the Business that is held by Seller or that otherwise relates to any of the Assets or to the business of SellerSellers;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision result in a breach of, or give any Person the right to declare violate, or be in conflict with, or constitute a default or exercise any remedy under, or to accelerate permit the termination of, or require any consent or authorization under, or cause or permit acceleration of the maturity or performance ofof or payment under any Material Contract, other than as indicated on Schedule 3.20(b), or payment under, adversely affect any Intangible that is material to the Business or to cancel, terminate or modify, the operation of any Seller Contract;of the Stations; or
(viv) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except The execution, delivery and performance of this Agreement and the Seller Documents by Sellers does not, and the consummation by Sellers of the transactions contemplated by this Agreement will not, require any consent of any Governmental Body or self-regulatory organization, except for:
(i) the pre-merger notification requirements of the HSR Act and the rules and regulations thereunder;
(ii) applicable filings with and approvals of the FCC pursuant to the Communications Act and any regulations promulgated thereunder; or
(iii) as otherwise set forth in Part 3.2(cSchedule 3.17(a), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as to the extent that enforceability may be is limited by applicable the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium insolvency or similar laws affecting the enforcement of creditors' ’ rights generally and remedies, or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)principles. Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Employment Agreements, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms, except to the extent that enforceability is limited by the laws of bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies, or by equitable principles. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and and, at Closing, the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and and, at Closing, the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by the Shareholders and Seller's shareholders and ’s board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part on Schedule 3.2(b), neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors of the Seller or the shareholders of SellerShareholders;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractContract of an amount or value in excess of $25,000;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder Shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part on Schedule 3.2(c), neither Seller nor any Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Gaithersburg Lease Assignment, the Xxxx of Sale, the Assignment and Assumption Agreement Agreement, the Security Agreement, the Lender Subordination Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing corporate action.
(ib) Neither the execution and delivery of this Agreement and the by Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willby Seller, directly will give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to:
(i) Breach (A) any provision of any the Seller’s certificate of the Governing Documents of Seller incorporation or bylaws;
(Bii) any resolution adopted by the board of directors or the shareholders of Seller;
(iiiii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholderthe Gaithersburg Business, or any of the Assets, may be subject;
(iii) contravene, conflict with or except where such breach would not result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Sellermaterial adverse effect;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;Gaithersburg Contract that is an Asset; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
Assets (vii) result in excluding under the Security Agreement or any shareholder of the Seller having the right to exercise dissenters' appraisal rightssecurity agreement between Lender and Buyer).
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of the Gaithersburg Business (On Site Sourcing Inc)
Enforceability; Authority; No Conflict. (a) This Assuming due and valid authorization, execution and delivery thereof by Buyer, this Agreement constitutes the legal, valid valid, and binding obligation of Seller and ShareholderSeller, enforceable against each of them it in accordance with its terms, except as enforceability may be limited by applicable (a) subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, moratorium or and other similar laws of general application affecting the enforcement of creditors' rights generally generally, and (b) except that the availability of the remedy of specific performance or by injunctive or other forms of equitable principles relating relief may be subject to enforceability (regardless equitable defenses and would be subject to the discretion of whether considered in a the court before which any proceeding at law or in equity)thereof may be brought. Upon the execution and delivery by Seller and Shareholder of the Xxxx of Sale, the Assignment and Assumption Agreement, the Assignment and Assumption of Leases, the Assignment of Marks, the Assignment of Patents, the Assignment of Copyrights, the Transition Services Agreement, and the Non-Competition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing DocumentsSELLER'S CLOSING DOCUMENTS"), and assuming due and valid authorization, execution and delivery thereof by Buyer, each of Seller's Closing Documents will constitute the legal, valid valid, and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its terms, (a) subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally, and (b) except that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding thereof may be brought. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing .
(ib) Neither the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement by Seller nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any material provision of any of the Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the shareholders of SellerSeller which is presently in force;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the Assets, may be subject;
(iii) contravene, conflict with with, or result in a violation or breach of any of the material terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller or and that otherwise relates to the Assets or to the business of SellerAutomated Systems Business;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any material provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;Transferred Contract in any material respect; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(cSchedule 3.3(c), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cohu Inc)
Enforceability; Authority; No Conflict. (a) Each Seller has all requisite corporate power and authority to enter into this Agreement and the documents to be delivered by such Seller at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by each Seller and constitutes the a legal, valid and binding obligation of Seller and Shareholdersuch Seller, enforceable against each of them such Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of from time to time in effect that affect creditors' ’ rights generally or and by legal and equitable principles relating to enforceability (regardless limitations on the availability of whether considered in a proceeding at law or in equity)specific remedies. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by each Seller's shareholders and ’s board of directors. Shareholder has all No further corporate or shareholder action is necessary legal capacity on the part of Sellers to enter into execute and deliver this Agreement and the Seller's Closing Documents or to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummate the Contemplated Transactions.
(b) Except as set forth in Part Section 3.2(b)) of the Seller Disclosure Letter, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision Conflict with or violate the Articles of Incorporation of Parent or Certificate of Incorporation of S&S Tug or bylaws of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach Conflict with, constitute a breach, violation or termination of any provision of, or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subjectContract;
(iii) Result in a default, event of default or an event which would become a default or an event of default upon notice or the passage of time (or both) under, or an acceleration or increase of any indebtedness or other amounts due with respect to the Business or the Assets;
(iv) Result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the Assets; or
(v) To the Knowledge of Sellers, contravene, conflict with or result in a violation or breach of any of Governmental Authorization, Legal Requirement or Order applicable to Sellers, the terms Business or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to which Sellers, the business of Seller;
(iv) cause Buyer to become subject to, Business or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsAssets may be subject.
(c) Except as set forth in Part Section 3.2(c)) of the Seller Disclosure Letter, neither no Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Stewart & Stevenson Services Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholderof Company, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Company of the Assignment and Assumption this Agreement and each other agreement document to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholderof Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders of Seller and board Company. Each of directors. Shareholder Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller's ’s Closing Documents to which such Shareholder it is a party and to perform his such its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach breach (A) any provision of any of the Governing Documents of Seller Company or of Subsidiary or (B) any resolution adopted by the board of directors or the analogous governing body or shareholders of SellerCompany or of Subsidiary;
(ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller Company or ShareholderSeller, or any Assets of the AssetsCompany or Subsidiary, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or by Subsidiary or that otherwise relates to the Assets of Company or Subsidiary or to the business of SellerCompany or of Subsidiary;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract or any Subsidiary Contract;; or
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder Assets of the Seller having the right to exercise dissenters' appraisal rightsCompany or Subsidiary.
(c) Except as set forth in Part 3.2(c), neither Seller Neither Company nor Shareholder is Sellers are required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or any of the Seller’s Closing Documents or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Subject to the entry of the Approval Order, this Agreement constitutes the legal, valid and binding obligation of Seller DGLP and ShareholderSubsidiary, enforceable against each of them in accordance with its terms. Subject to the entry of the Approval Order, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon upon the execution and delivery by Seller DGLP and Shareholder Subsidiary of the Assignment each agreement and Assumption Agreement and each other agreement certificate to be executed or delivered by any or all of Seller and Shareholder DGLP and/or Subsidiary at the Closing pursuant to Section 2.6(a) (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller each of DGLP and the ShareholderSubsidiary, enforceable against each of them in accordance with its terms. Seller Subject to the entry of the Approval Order, each of DGLP and Subsidiary has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders each of DGLP’s and board of Subsidiary’s stockholders and directors. Shareholder has DGLP and Subsidiary, and each of their respective stockholders have all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is they are a party and to perform his their obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)Subject to the entry of the Approval Order, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
), (i) Breach (A) breach any provision of any of the Governing Documents of Seller DGLP and/or Subsidiary or (B) any resolution adopted by the board of directors or the shareholders stockholders of Seller;
DGLP and/or Subsidiary, (ii) Breach breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderDGLP and/or Subsidiary, or any of the Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller DGLP and/or Subsidiary or that otherwise relates to the Assets or to the business of Seller;
Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
; (viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
or (viivi) result in any shareholder of the Seller DGLP and/or Subsidiary having the right to exercise dissenters' ’ appraisal rights.
(c) Except for the Bankruptcy Court’s entry of the Approval Order, and as otherwise set forth in Part 3.2(c), neither Seller DGLP nor Shareholder Subsidiary is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (LOCAL.COM)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of GNI and Shareholder, enforceable against them in accordance with its terms. Upon the execution and delivery by GNI and the Shareholder of the other agreements to be executed or delivered by any of Seller and Shareholder at the Closing (collectively, "GNI's Closing Documents"), each of GNI's Closing Documents will constitute the legal, valid and binding obligation of each of GNI and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller GNI has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerGNI's Closing Documents to which it is a party and to perform its obligations under this Agreement and the SellerGNI's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and the board of directorsdirectors and shareholders of GNI. Shareholder has all necessary legal capacity to enter into this Agreement and the SellerGNI's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)Subject to the Chapter 128 Creditors' Action, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
): (i) Breach breach (A) any provision of any of the Governing Documents certificates of Seller incorporation or bylaws of GNI, (B) any resolution adopted by the board of directors or the shareholders of Seller;
GNI; (ii) Breach breach or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions contemplated transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderGNI, or any of the Purchased Assets, may be subject;
; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization governmental authorization that is held by Seller GNI or that otherwise relates to the Purchased Assets or to the business of Seller;
GNI; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
contract or agreement; or (viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is GNI has given all notices and obtained all required to give any notice to or obtain any Consent consents from any Person its shareholders in connection with the execution and delivery of this Agreement or and the consummation or performance of any all of the Contemplated Transactionscontemplated transactions.
Appears in 1 contract
Samples: Master Transaction Agreement (Integrated Information Systems Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholdereach Member, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and the Members of the Transaction Documents to be executed or delivered by any or all of Seller and Members at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Members, enforceable against each of them in accordance with its terms, except as enforceability such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, fraudulent conveyance or transferconveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by equitable and remedies generally, (ii) applicable Legal Requirements, court decisions and general principles relating to enforceability of equity (regardless of whether considered such enforceability is adjudicated in a proceeding in equity or at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"law), each (iii) procedural requirements of Seller's Closing Documents will constitute the legal, valid and binding obligation law applicable to conflicts of the Seller laws principles and the Shareholderexercise of creditors’ rights and remedies generally, enforceable against each and (iv) matters of them in accordance with its termspublic policy (“Equitable Exceptions”). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Members and Seller's shareholders and board of directors’s managers. Shareholder Each Member has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder Member is a party and to perform his or her obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)) or except as otherwise expressly contemplated by this Agreement and/or the other Transaction Documents, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors managers or the shareholders members of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholdera Member, or any of the Purchased Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Purchased Assets or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or
(viivi) result in any shareholder member of the Seller having the right to exercise dissenters' ’ appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder any Member is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, is enforceable against each of them it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders shareholders, if necessary, and board of directors. Shareholder Seller has all necessary legal capacity the power and authority to enter into cause each of Rogers N.V. and Rogers Singapore to, and xxxxxntees that WPI will, perform its obligations under this Agreement and the Seller's Closing Documents to which and such Shareholder is a party action has been duly authorized by all necessary action by Seller and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionsits Affiliates.
(b) Except as set forth in Part 3.2(bSchedule 4.2(b), neither the execution nor and delivery of this Agreement nor any of Seller's Closing Documents, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller Seller, WPI, Rogers N.V. or (B) any resolution adopted by the board of directors or the shareholders of SellerRogers Singapore;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Breaxx xxx Legal Requirement or any Order to which Seller Seller, WPI, Rogers N.V. or ShareholderRogers Singapore, or any of the AssetsXxxxxx, Licensed Intellectual Property or Shared Know-How, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Seller, WPI, Rogers N.V. or Rogers Singapore with resxxxx xo the Xusiness or that otherwise relates to the Assets Assets, Licensed Intellectual Property or Shared Know-How or to the business Business, and that is material to the operation of Seller;the Business; or
(iv) cause Buyer to become subject toExcept as noted on Schedule 4.19(a), or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractBusiness Contract identified or required to be identified on Schedule 4.19(a);
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in , Licensed Intellectual Property or Shared Know-How, other than any shareholder of the Seller having the right to exercise dissenters' appraisal rightsEncumbrance created by Buyer.
(c) Except as set forth in Part 3.2(cSchedule 4.2(c), neither Seller nor Shareholder is and other than as may be required under certain Business Contracts not required to be identified on Schedule 4.19(a), none of Seller, WPI, Rogers N.V. or Rogers Singapore is requixxx xx give any notice xxxxxe to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) Buyer has all requisite corporate power and authority to enter into this Agreement and the documents to be delivered by Buyer at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of from time to time in effect that affect creditors' ’ rights generally or and by legal and equitable principles relating to enforceability (regardless limitations on the availability of whether considered in a proceeding at law or in equity)specific remedies. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by Seller's shareholders and Buyer’s board of directors. Shareholder has all No further corporate or shareholder action is necessary legal capacity on the part of Buyer to enter into execute and deliver this Agreement and the Seller's Closing Documents or to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummate the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b)Section 4.2(b) of the Buyer Disclosure Letter, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision Conflict with or violate the Certificate of any Incorporation or bylaws of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of SellerBuyer;
(ii) Breach Conflict with, constitute a breach, violation or termination of any provision of, or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order material Contract to which Seller or Shareholder, or any of the Assets, may be subject;Buyer is a party; or
(iii) To Buyer’s Knowledge, contravene, conflict with or result in a violation or breach of any of the terms Governmental Authorization, Legal Requirement or requirements of, or give any Governmental Body the right Order applicable to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Buyer or to the business of Seller;
(iv) cause which Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsmay be subject.
(c) Except as set forth in Part 3.2(c)Section 4.2(c) of the Buyer Disclosure Letter, neither Seller nor Shareholder Buyer is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Stewart & Stevenson Services Inc)
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and each Shareholder, enforceable against each of them Seller and each Shareholder in accordance with its terms, except as enforceability may be limited by applicable terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by and general equitable principles relating to enforceability (regardless of whether considered in a proceeding in equity or at law or in equitylaw). Upon the execution and delivery by each Seller and Shareholder each Shareholder, as applicable of the Assignment and Assumption Agreement Escrow Agreement, the Non-Competition Agreements, the Registration Rights Agreement, the Consulting Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholder the Sellers and/or Shareholders at the Closing (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's Sellers’ Closing Documents will constitute the legal, valid and binding obligation of the each Seller and the Shareholdereach Shareholder party thereto, enforceable against each of them such Seller and/or Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to tor affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's such Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller's ’s shareholders and board of directors, or members and mangers, as applicable. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Sellers’ Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or Buyer has all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, necessary corporate power and authority to execute and deliver this Agreement and Agreement, the Seller's Closing Documents other Transaction Agreements to which it Buyer is a party and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Buyer pursuant hereto or thereto, to perform its obligations under hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement Agreement, the other Transaction Agreements to which Buyer is a party and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto, the performance by Buyer of its obligations hereunder and thereunder and the Seller's Closing Documentsconsummation by Buyer of the transactions contemplated hereby and thereby, and such action has have been duly and validly authorized by all necessary corporate action by Seller's shareholders and board on the part of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated TransactionsBuyer.
(b) Except as The board of directors of Buyer has approved this Agreement, the other Transaction Agreements to which Buyer is a party and the transactions contemplated hereby and thereby, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any other Transaction Agreements to which Buyer is or will be a party or to consummate the transactions contemplated hereby and thereby on the terms set forth herein and therein.
(c) This Agreement, the other Transaction Agreements to which Buyer is a party and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto have been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in Part 3.2(b)accordance with their respective terms, neither subject in each case to bankruptcy, insolvency, reorganization or other similar Legal Requirements of general application affecting the rights and remedies of creditors, and to general principles of equity.
(d) The execution nor and delivery by Buyer of this Agreement nor Agreement, the other Transaction Agreements to which Buyer is a party and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto, the performance by Buyer of its obligations hereunder and thereunder and the consummation or performance of any by Buyer of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
transactions contemplated hereby and thereby do not and will not (i) Breach conflict with or violate the certificate of incorporation or bylaws (Aor other comparable organization documents) any provision of Buyer or any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
its Subsidiaries, (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any applicable Legal Requirement or any Order to which Seller or ShareholderRequirement, or any of the Assets, may be subject;
(iii) contraveneconflict with, conflict with or result in a violation breach of, constitute (with or breach without due notice or lapse of time or both) a default under, result in the acceleration of any of the terms or requirements ofobligations under, or give create in any Governmental Body party the right to revokeaccelerate, withdrawterminate, suspend, modify or cancel, terminate or modify, give rise to any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy obligation under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) assets of Buyer pursuant to, require any notice, consent or waiver under, or result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance loss of any benefit to which Buyer is entitled under, any Contract to which Buyer is a party or by which Buyer is bound or to which its assets are subject, Order to which Buyer is subject or Governmental Authorization to which Buyer is subject in any material respect, or (iv) violate any law applicable to Buyer or any of the Contemplated Transactionsits properties or assets.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholdereach of the Shareholders, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder the Shareholders of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and each of the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, full corporate power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder Each of the Shareholders has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is the Shareholders are a party and to perform his such Shareholder's obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither Neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderShareholders, or any of the Assets, may be subject;
(iii) contravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, of any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate cause an acceleration of the maturity or performance of, or payment under, cancellation, termination or to cancel, terminate or modify, modification of any Seller Contract;; or
(vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Except as set forth in Part Schedule 3.2(c), neither Seller nor Shareholder is Shareholders are required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement Transaction Documents to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms. , except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, liquidation, fraudulent conveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally, (ii) applicable laws, court decisions and general principles of equity (regardless of whether such enforceability is adjudicated in proceeding in equity or at law), (iii) procedural requirements of law applicable to conflicts of laws principles and the exercise of creditors’ rights and remedies generally, and (iv) matters of public policy (“Equitable Exceptions”).
(b) Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(bc) Except as set forth in Part 3.2(b)Schedule 3.2(c) or except as otherwise expressly contemplated by this Agreement and/or the other Transaction Documents, neither the execution nor and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or ShareholderSeller, or any of the AssetsBusiness, may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Shares or to the business of SellerBusiness;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Contract;
(viv) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsBusiness, except for Permitted Encumbrances; or
(viivi) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights.
(cd) Except as set forth in Part 3.2(cSchedule 3.2(d), neither Seller nor Shareholder is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Appears in 1 contract
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, RBS enforceable against each of them it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium transfer or similar laws affecting the enforcement of creditors' ’ rights generally or by equitable and general principles relating to enforceability of equity (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder RBS of the Assignment and Assumption Agreement and each other agreement Related Agreements to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents")which it is a party, each of Seller's Closing Documents such Related Agreements will constitute the legal, valid and binding obligation of the Seller and the ShareholderRBS, enforceable against each of them it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Seller RBS has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and each of the Seller's Closing Documents Related Agreements to which it is a party party, and to perform its obligations under this Agreement and consummate the Seller's Closing DocumentsContemplated Transactions, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionscorporate action.
(b) Except as set forth in Part 3.2(bon Schedule 4.2(b) (such actions listed on Schedule 4.2(b), neither the execution nor “RBS Required Consents”), the execution, delivery and performance by RBS of this Agreement nor the consummation (excluding, for this purpose, Section 7.12(b)(ii)) or performance of any of the Related Agreements to which it is a party, and the consummation of the Contemplated Transactions willTransactions, directly or indirectly (with or without notice or lapse of time):
does not and will not: (i) Breach (A) violate any provision of any of the Governing Documents of Seller RBS or (B) its Subsidiaries, or any resolution adopted by the board of directors or the shareholders (or similar management group) of Seller;
RBS or its Subsidiaries; (ii) Breach violate or give conflict with any Governmental Body or other Person the right to challenge any material provisions of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement Requirements or any Order to which Seller RBS or Shareholderits Subsidiaries may be subject; (iii) violate, conflict with, result in a material breach of, constitute (with due notice or lapse of time or both) a material default or cause any material obligation, penalty or premium to arise or accrue under any Contract to which RBS or any of the Assets, may be subject;
(iii) contravene, conflict with its Subsidiaries is a party or result in a violation or breach of by which any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that them is held by Seller or that otherwise relates to the Assets bound or to the business which any of Seller;
their respective properties or assets is subject; or (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax;
(v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;
(vi) result in the creation or imposition or creation of any Encumbrance except Permitted Encumbrances upon or with respect to any of the Assets; or
(vii) result in any shareholder properties or assets of the Seller having SET Companies. RBS has all necessary corporate authorizations and approvals necessary in connection with this Agreement or the right to exercise dissenters' appraisal rightsRelated Agreements or the consummation of the Contemplated Transactions.
(c) Except as set forth in Part 3.2(cSchedule 4.2(c), neither Seller nor Shareholder no material consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body, stockholder or other Person is required to give be made or obtained by RBS or any notice to or obtain any Consent from any Person of its Subsidiaries in connection with the execution execution, delivery, and delivery performance of this Agreement (excluding, for this purpose, Section 7.12(b)(ii)) or the Related Agreements or the consummation or performance of any of the Contemplated Transactions, including the conduct of the SET Business.
Appears in 1 contract
Samples: Master Formation and Equity Interest Purchase Agreement (Sempra Energy)
