Power and Authority; No Conflict; Consents Sample Clauses

Power and Authority; No Conflict; Consents. (a) Xxxxx has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and this Agreement and all documents, instruments or certificates executed by Buyer in connection herewith have been validly executed and delivered by Xxxxx and are binding and enforceable against Buyer. (b) The execution and delivery by Seller of this Agreement and all of the other agreements, instruments, certificates and documents contemplated by this Agreement and the performance by Buyer of Buyer 's obligations herein and therein do not require the consent, authorization or approval of any third person or administrative agency or governmental body to which Seller is subject. (c) Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereby will result in any violation by Buyer of any law, judgment, order or decree binding on Buyer or result in any default by Buyer under any mortgage, lease, agreement, indenture or other instrument to which Buyer is a party or result in the creation or imposition of any Lien upon any of the properties or assets of Buyer (including, without limitation, the Purchased Assets).
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Power and Authority; No Conflict; Consents. 2.1.1 CorpTech has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and this Agreement and all documents, instruments or certificates executed by CorpTech in connection herewith have been validly executed and delivered by CorpTech and are binding and enforceable against CorpTech. 2.1.2 The execution and delivery by CorpTech of this Agreement and all of the other agreements, instruments, certificates and documents contemplated by this Agreement and the performance by CorpTech of CorpTech's obligations herein and therein do not require the consent, authorization or approval of any third person or administrative agency or governmental body to which CorpTech is subject. 2.1.3 Neither the execution and delivery of this Agreement by CorpTech nor the consummation of the transactions contemplated hereby will result in any violation by CorpTech of any law, judgment, order or decree binding on CorpTech or result in any default by CorpTech under any mortgage, lease, agreement, indenture or other instrument to which CorpTech is a party or result in the creation or imposition of any Lien upon any of the properties or assets of CorpTech (including, without limitation, the Palisades’ shares). 2.1.4 There are no direct or indirect shareholders of CorpTech who are involved in the operation of the Business other than Xxxx Xxxxxxxx.
Sample 1
Power and Authority; No Conflict; Consents. (a) Xxxxxxxxx has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and this Agreement and all documents, instruments or certificates executed by Palisades in connection herewith have been validly executed and delivered by Xxxxxxxxx and are binding and enforceable against Palisades. (b) The execution and delivery by Palisades of this Agreement and all of the other agreements, instruments, certificates and documents contemplated by this Agreement and the performance by Xxxxxxxxx of Palisades 's obligations herein and therein do not require the consent, authorization or approval of any third person or administrative agency or governmental body to which CorpTech is subject. (c) Neither the execution and delivery of this Agreement by Palisades nor the consummation of the transactions contemplated hereby will result in any violation by Palisades of any law, judgment, order or decree binding on Palisades or result in any default by Palisades under any mortgage, lease, agreement, indenture or other instrument to which Palisades is a party or result in the creation or imposition of any Lien upon any of the properties or assets of Palisades (including, without limitation, the Palisades’ shares).
Sample 1
Power and Authority; No Conflict; Consents. (a) Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (b) The execution and delivery by Seller of this Agreement, and the performance by Seller of its obligations hereunder, have been duly authorized by all requisite corporate action on the part of Seller, its manager, officers, directors, and shareholders, and do not and will not: (i) Violate (A) any provision of applicable law, (B) the Seller’s certificate of formation for profit corporation, bylaws, shareholder’ or shareholders agreement (C) any agreements, understandings or proposed transactions between Seller and any of its officers, directors, managers, employees, or any Affiliate thereof that could potentially result in any decline in the value of the Purchased Assets, or otherwise prevent the Purchased Assets from transferring free and clear of any third party claims; or (D) any judgment, order, decree, ruling, charge or other restriction of any court or other agency of government. (ii) Conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any agreement, contract, lease, instrument, or other arrangement to which the Seller is a party or by which it is bound, or to which any of the Seller’s assets (including, without limitation, the Purchased Assets) is subject. (iii) Result in the creation or imposition of any Lien upon any of the properties or assets of the Seller (including, without limitation, the Purchased Assets). (c) No license, permit, approval, or consent of any court, governmental agency, other public authority or third party is required as a condition to the authorization, execution, and delivery of this Agreement by the Seller, or the performance by Seller of its obligations hereunder.
Sample 1
Power and Authority; No Conflict; Consents. (a) The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (b) The execution and delivery by the Purchaser of this Agreement, and the performance by the Purchaser of its obligations hereunder, have been duly authorized by all requisite corporate action on the part of the Purchaser, its managers, officers, and members, and do not and will not: (i) violate (A) any provision of applicable law, (B) the Purchaser’s articles of organization or operating agreement, or (C) any judgment, order, decree, ruling, charge or other restriction of any court or other agency of government; or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any agreement, contract, lease, instrument, or other arrangement to which the Purchaser is a party or by which it is bound, or to which any of the Purchaser’s assets is subject. (c) No license, permit, approval, or consent of any court, governmental agency, other public authority or third party is required as a condition to the authorization, execution, and delivery of this Agreement by the Purchaser, or the performance by the Purchaser of its obligations hereunder.
Sample 1

Related to Power and Authority; No Conflict; Consents

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • No Conflict; Consents and Approvals (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) conflict with any Debt Financing Condition, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the Acquiror Transactions, does not and will not require Parent or Merger Sub to obtain any consent, approval, authorization or permit of, action by, or to make any filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) the filings required under the HSR Act, (iii) such filings and other action as are necessary to obtain all required Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Nasdaq Stock Market, (v) the filing with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. (c) To the Knowledge of Parent, there is no dispute or conflict arising from its status as an Acquiror that would reasonably be expected to have an Acquiror Material Adverse Effect. Neither Parent nor Merger Sub has entered into any agreement with Gamma that would reasonably be expected to have an Acquiror Material Adverse Effect or that is inconsistent with the purposes and intent of the parties to consummate the Transactions.

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Corporate Authority; No Conflicts The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.

  • Power and Authority; Due Authorization; Execution and Delivery The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of Purchases made hereunder, are within its powers and authority, corporate or otherwise, and have been duly authorized by all necessary action, corporate or otherwise, on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Consents and Approvals; No Conflicts Subject to the recording of any of the Seller’s Documents as appropriate, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

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