No Conflicts; Authority Clause Samples
The "No Conflicts; Authority" clause requires a party to confirm that entering into the agreement does not conflict with any other obligations, contracts, or legal restrictions they are subject to, and that they have the necessary authority to execute the agreement. In practice, this means the signing party must ensure that their participation will not breach any prior agreements or laws, and that the individual signing has been properly empowered to bind the organization. This clause helps prevent disputes by ensuring all parties are legally able to fulfill their commitments and that the agreement is valid and enforceable.
No Conflicts; Authority. The issue and sale of the Securities and the compliance by the Company with its obligations under this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s charter or by-laws or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause (A) and (C) above for such conflicts, breaches, defaults or violations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except such as may be required under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Nasdaq Global Market or state securities or blue sky laws; and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.
No Conflicts; Authority. Each of the Company, on the one hand, and the ▇▇▇▇▇ Parties, on the other hand, represents and warrants to the other that such Party or Parties has fully disclosed to the other any outstanding obligations, agreements, commitments, liabilities or encumbrances affecting the disclosing Party’s ability to enter into and perform this Agreement and that such Party has the full authority and legal right (and, as applicable, has taken all required corporate action) to enter into and perform its obligations under this Agreement.
No Conflicts; Authority. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and to otherwise carry out its obligations hereunder. This Agreement has been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company. This Agreement has been duly executed by the Company, and constitutes the legal, valid and binding agreement of the Company, enforceable in accordance with its terms. The execution, delivery and performance by the Company of this Agreement and the issuance and sale of the Subscribed Shares and the consummation by the Company of the transactions contemplated hereby do not (i) conflict with or violate any provision of the Company Organizational Documents, (ii) conflict with or result in violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject, or (iii) materially conflict with or result in the material violation of the terms of any agreement to which the Company is party or by which it is bound.
No Conflicts; Authority. The execution, delivery and performance by Contractor of this Agreement, does not and will not breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent under, or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of, any agreement affecting Contractor's ability and power to perform hereunder. Contractor has all the authority and power necessary to execute, deliver and perform this Agreement without the need to obtain the consent of any person or entity, or if required it has been obtained and documented.
No Conflicts; Authority. Except as set forth on Schedule 3.2, the Principal Shareholder’s execution, delivery and performance of this Agreement and the other agreements, instruments and documents to which he is a party contemplated hereby do not and will not result in any violation of, constitute a default under, conflict with or result in any breach of, or result in the termination or cancellation of, or create in any party the right to terminate or cancel the rights or entitlements under (a) the Company Organizational Documents, (b) any third party contract, (c) any Authorization, or (d) any law, statute, regulation, rule, ordinance, judgment, decree or order applicable to the Principal Shareholder, except as would not have a Company Material Adverse Effect. Except as set forth on Schedule 3.2 and except for the filing of the Articles of Merger, no consent, order, approval, authorization, declaration or filing from or with any Governmental Authority or any party to any contract is required on the part of the Principal Shareholder for or in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby by the Principal Shareholder. The Principal Shareholder has the power and authority and has taken all required action on his part to permit him to execute and deliver this Agreement and to carry out the terms of this Agreement and the other agreements, instruments and documents contemplated hereby to which he is a party.
No Conflicts; Authority. Assignor hereby warrants and represents that it has not entered and will not enter into any assignment, contract, lien, license, claim, mortgage, charge, pledge or encumbrance of any kind or understanding in conflict herewith. Assignor hereby covenants that it has full right to convey the entire interest herein assigned.