Power and Authority; No Default Upon Transfer. As Assignee, Seller has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and under the General Assignment. The signing, delivery and performance by Seller of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Seller. To the best of Seller’s knowledge and belief, the General Assignment was duly authorized by Assignor’s Board and is a valid agreement binding on the Assignor and Seller. This Agreement, when signed and delivered by Seller, will be duly and validly executed and delivered and will be the valid and binding obligation of Seller, enforceable against Seller, as Assignee, in accordance with its terms as governed by applicable law, regulations and rules. Neither the signing and delivery of this Agreement by Seller, nor the performance by Seller of its obligations under this Agreement, will (i) violate Seller’s Articles of Organization or Operating Agreement, or (ii) to the best of Seller’s knowledge and belief, violate any law, statute, rule, regulation, order, judgment, injunction or decree of any court, administrative agency or government body applicable to Seller.
Power and Authority; No Default Upon Transfer. Seller has a perfected and enforceable security interest in the Required Assets. Seller has the right to conduct a foreclosure sale of the Required Assets. Seller has all requisite power and authority to enter into and deliver this Agreement and, to the best of its knowledge, to perform its obligations hereunder. The signing, delivery and performance by Seller of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Seller. This Agreement, when signed and delivered, will be duly and validly executed and delivered and will be the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms as governed by applicable law, regulations and rules, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies. Neither the signing and delivery of this Agreement by Seller, nor the performance by Seller of its obligations under this Agreement, will (i) violate any provision of Seller’s Articles of Incorporation or Bylaws or any agreement among the parties identified in the definition of Seller or, to the best of Seller’s knowledge, with Ample or any other secured party with a security interest in any of the Required Assets, (ii) to the best of Seller’s knowledge, cause a breach or violation of, default under, or conflict with any law, statute, rule or regulation or order, judgment, injunction or decree of any court, administrative agency or government body applicable to Seller, or any agreement, contract, trust, commitment, obligation, understanding, arrangement or restriction to which Seller is a party or by which Seller is bound, (iii) to the best of Seller’s knowledge, except as specifically provided for in this Agreement, result in any Liability to Buyer, or (iv) to the best of Seller’s knowledge, result in the creation or imposition of any encumbrance upon the Required Assets.
Power and Authority; No Default Upon Transfer. The execution, delivery --------------------------------------------- and performance by Seller of this Agreement and the Ancillary Documents, and the consummation of all the transactions contemplated hereby and thereby, have been duly and validly authorized by Seller by all necessary corporate action of SMI's and IMS's Board of Directors and shareholders and by SE's
Power and Authority; No Default Upon Transfer. The execution, delivery and performance by AOL of this Agreement and the AOL Ancillary Agreements, and the consummation of all the transactions contemplated hereby and thereby, have been duly and validly authorized by AOL by all necessary corporate action of AOL's Board of
Power and Authority; No Default Upon Transfer. Seller has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder. The signing, delivery and performance by Seller of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Seller. Neither the signing and delivery of this Agreement by Seller, nor the performance by Seller of its obligations under this Agreement, will (i) violate Seller’s Articles of Incorporation or Bylaws or Operating Agreement, or (ii) to the best of Seller’s knowledge, violate any law, statute, rule or regulation or order, judgment, injunction or decree of any court, administrative agency or government body applicable to Seller.
Power and Authority; No Default Upon Transfer. Highwire has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder. The signing, delivery and performance by Highwire of this Agreement, and the consummation of all of the transactions contemplated hereby, have been duly and validly authorized by Highwire. This Agreement, when signed and delivered by Highwire, will be duly and validly executed and delivered and will be the valid and binding obligation of Highwire, enforceable against Highwire, as assignee, in accordance with its terms BS governed by applicable law, regulations and rules. Neither the signing and delivery of this Agreement by Highwire, nor the performance by Highwire of its obligations under this Agreement, will (i) violate Highwire’s Articles of Organization or Operating Agreement, or (ii) to the best of Highwire’s knowledge, violate any law, statute, rule or regulation or order, judgment, injunction or decree of any court, administrative agency or government body applicable to Highwire and to Assignor. ●
Power and Authority; No Default Upon Transfer. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Documents, and the consummation of all the transactions contemplated hereby and thereby, have been duly and validly authorized by Seller by all necessary corporate action of each Seller's
Power and Authority; No Default Upon Transfer. (a) Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all assignments, agreements or other documents that Seller is required to execute and deliver hereunder (the "Seller Ancillary Documents").
Power and Authority; No Default Upon Transfer. This Agreement has been duly and validly executed and delivered by Contributors and is the valid and binding obligation of Contributors, enforceable against Contributors in accordance with its terms. Neither the execution and delivery of this Agreement by Contributors nor the performance by Contributors pursuant hereto will (i) violate any provision of law, rule or regulation to which Contributors are subject, (ii) violate any order, judgment or decree applicable to Contributors, or (iii) conflict with or result in a violation or breach of, or permit any third party to rescind any term or provision of, or constitute a default under any indenture, mortgage, deed of trust or other material contract, license or other agreement to which the Company or Contributors are a party.
Power and Authority; No Default Upon Transfer. The execution, delivery and performance by Forte ComputerEasy of this Agreement and the ComputerEasy Ancillary Documents, and the consummation of all the transactions contemplated hereby and thereby, have or will have all necessary corporate action of the Board of Directors. This Agreement, when executed and delivered by Forte ComputerEasy, and the ComputerEasy Ancillary Documents, when executed and delivered by Forte ComputerEasy, will be duly and validly executed and delivered and will be the respective valid and binding obligations of Forte ComputerEasy, enforceable against ComputerEasy in accordance with their respective terms.
