Power and Authority; Non-Contravention. It has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement, and the execution, delivery, and performance by it of this Agreement will not contravene any applicable provision of any law, statute, rule, or regulation, or any order writ, injunction, or decree of any court or governmental instrumentality or violate any provision of its organizational documents or those of the Company Subsidiaries.
Power and Authority; Non-Contravention. It has all requisite power and authority to enter into this Agreement and the EIX Notes and to carry out the transactions contemplated by, and perform its obligations under, this Agreement and the EIX Notes, and the execution, delivery, and performance by it of this Agreement (including, without limitation, the issuance and performance under the EIX Notes) will not contravene any applicable provision of any law, statute, rule, or regulation, or any order writ, injunction, or decree of any court or governmental instrumentality or violate any provision of its organizational documents or those of the EMG Subsidiaries and will not conflict with any agreement or other contractual obligation of EIX.
Power and Authority; Non-Contravention. The Seller has the requisite power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out his obligations hereunder and thereunder. No further action is required by the Seller in connection with the execution and delivery by him of each of the Transaction Documents and the consummation by him of the transactions contemplated hereby and thereby other than in connection with the Required Approvals. Each Transaction Document to which he is a party has been (or upon delivery will have been) duly executed by the Seller and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Power and Authority; Non-Contravention. Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and each of the documents contemplated to be executed by Seller at Closing, and to perform its obligations under this Agreement and other such documents. The consummation of the transactions contemplated by this Agreement and each of the documents contemplated to be executed by Seller at Closing will not violate, nor be in conflict with, (i) any provision of any of Seller’s organizational or governing documents, (ii) any agreement or instrument to which Seller is a party or Seller or, to Seller’s knowledge, any of the Assets are bound, or (iii) any law, judgment, decree, order, statute, rule or regulation applicable to Seller or the Assets.
Power and Authority; Non-Contravention. (a) Each of the Parent and the Subsidiary has all necessary corporate power and authority to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered, or to be executed and delivered, by it pursuant to this Agreement, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all actions required by law, its Certificate of Incorporation, its By-laws or otherwise, to authorize the execution and delivery of this Agreement and such related documents. The Agreement has been duly and validly executed and delivered by the Parent and the Subsidiary and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of each of them, enforceable in accordance with its terms.
(b) The execution and delivery of this Agreement does not and, subject to compliance with the HSR Act, the consummation of the transactions contemplated hereby will not, violate any provisions of the Certificate of Incorporation or By-laws of either the Parent or the Subsidiary, or any agreement, instrument, order, judgment or decree to which the Parent or the Subsidiary is a party or by which either is bound, violate any restrictions of any kind to which the Parent or the Subsidiary is subject, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of the Subsidiary.
Power and Authority; Non-Contravention. The Corporation has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder, the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder have been duly authorized by such action as may be required, and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of the Corporation; neither the execution or delivery of this Agreement by the Corporation, nor consummation of the transactions contemplated hereby or compliance with or fulfillment of the terms and provisions hereof by the Corporation, will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights, or result in the 30 37 creation or imposition of any encumbrance upon any of the assets of the Corporation, under the Corporation's Constituent Documents, the Pairing Agreement or any other instrument, agreement, mortgage, indenture, deed of trust, permit, concession, grant, franchise, license, judgment, order, award, decree or other restriction of which the Corporation is a party or any of its respective properties is subject or by which any of them is bound, or under any Legal Requirements affecting any of them, or (ii) require the approval, consent or authorization of, or the making of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, Governmental Entity or regulatory body, by or on behalf of the Corporation, except for (A) the Nevada Gaming Approvals, or (B) the filing of appropriate documents with the SEC under the Exchange Act.
Power and Authority; Non-Contravention. The Trust has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder; the execution and delivery of this Agreement and the performance by the Trust of its obligations hereunder have been duly authorized by such action as may be required, and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of the Trust; neither the execution or delivery of this Agreement by the Trust, nor consummation of the transactions contemplated hereby or compliance with or fulfillment of the terms and provisions hereof by the Trust, will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights, or result in the creation or imposition of any encumbrance upon any of the assets of the Trust under the Trust's Constituent Documents, the Pairing Agreement or any other instrument, agreement, mortgage, indenture, deed of trust, permit, concession, grant, franchise, license, judgment, order, award, decree or other restriction to which the Trust is a party or any of its properties is subject or by which it is bound, or under any Legal Requirements affecting it, or (ii) require the approval, consent or authorization of, or the making of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, Government Entity or regulatory body, by or on behalf of the Trust, except for (A) the Nevada Gaming Approvals, or (B) the filing of appropriate documents with the SEC under the Securities Act.
Power and Authority; Non-Contravention. WAC has full limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and all other agreements and other documents executed and delivered, or to be executed and delivered, by it pursuant to this Agreement and has taken or will have taken all actions required by law, its Certificate of Formation, its Limited Liability Company Agreement or otherwise, to duly and validly authorize the execution and delivery of, and the performance of its obligations under, this Agreement and such related documents and the consummation of the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement do not and the consummation of the transactions contemplated by this Agreement will not (i) conflict with or violate any provisions of the Certificate of Formation or Limited Liability Company Agreement of WAC, or (ii) constitute a breach of or default under or result in the creation of any Lien or Other Encumbrance or Tax on or against, any assets, rights or property of WAC or give rise, with or without notice or lapse of time, to any third-party right of termination, cancellation, material modification or acceleration under any note, bond, mortgage, pledge, lien, lease, agreement, license, commitment or instrument, applicable to WAC or to which WAC is a party or by which WAC is bound, or conflict with or violate any restrictions of any kind to which they are subject, which breach, default, lien, encumbrance, Tax, termination, cancellation, modification or acceleration would prevent or materially delay the consummation of the transactions contemplated by this Agreement or otherwise prevent WAC from performing its obligations hereunder in any material respect, or (iii) subject to obtaining the consents, approvals, orders, authorizations and registrations, and making the filings described in Section 7.3 below, violate any law, order, writ, judgment, award, statute, rule, regulation or decree of any Governmental Entity or arbitrator, which, if violated or accelerated, would prevent or materially delay the consummation of the transactions contemplated by this Agreement or otherwise prevent WAC from performing its obligations hereunder or thereunder in any material respect. The execution, delivery and performance of this Agreement have been approved by WorldCom as the sole member of WAC. This Agreement has been duly executed and delivered by WAC and, assuming this Agreement constitut...
Power and Authority; Non-Contravention. Each Party represents and warrants that (a) it has the corporate power and authority to enter into and perform its obligations under this Subcontract; and (b) entering into and performing this Subcontract will not conflict with or result in a violation of any of the terms or provisions, or constitute a default under any of its organizational documents any mortgage, indenture, lease, contract or other agreement or instrument binding upon it or by which any of its properties are bound, or any permit,
Power and Authority; Non-Contravention. Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and each of the documents contemplated to be executed by Buyer at Closing, and to perform its obligations under this Agreement and under such documents. The consummation of the transactions contemplated by this Agreement and each of the documents contemplated to be executed by Buyer at Closing will not violate, nor be in conflict with: (i) any provision of Buyer’s organizational or governing documents, (ii) any agreement or instrument to which Buyer is a party or is bound, or (iii) any judgment, decree, order, statute, rule or regulation applicable to Buyer.
