Common use of Powers; Consents; Absence of Conflicts With Other Agreements, Etc Clause in Contracts

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Xxxxx and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation of the transactions contemplated herein by Xxxxx: (a) are within its powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action; (b) except as provided in Section 6.1 below, do not require any approval or consent of, or filing with, any Government Entity bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; and (d) will not, to the Knowledge of Buyer, violate any statute, law, rule, regulation or any judgment, writ, injunction, decree, or order of any Government Entity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc), Stock Purchase Agreement (Sunlink Health Systems Inc)

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Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, delivery and performance of this Agreement by Xxxxx Buyer and all other agreements referenced herein, or ancillary hereto, to which Buyer it is a party, and the consummation of the transactions contemplated herein by XxxxxBuyer: (a) are within its powerspartnership authority, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action; (b) except as provided in Section 6.1 below, do not require any approval or consent of, or filing with, any Government Entity governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in in, any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; and; (d) will not, to the Knowledge of Buyer, not violate any statute, law, rule, or regulation or of any governmental authority to which it may be subject; and (e) will not violate any judgment, decree, writ, injunction, decree, or order injunction of any Government Entitycourt or governmental authority to which it may be subject.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cyberguard Corp)

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Xxxxx and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation of the transactions contemplated herein by Xxxxx: (a) are within its powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action; (b) except as provided in Section 6.1 below, do not require any approval or consent of, or filing with, any Government Entity government entity bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; and (d) will not, to the Knowledge of Buyer, violate any statute, law, rule, regulation or any judgment, writ, injunction, decree, or order of any Government Entitygovernment entity.

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Sunlink Health Systems Inc)

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Xxxxx and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation of the transactions contemplated herein by Xxxxx: (a) 4.1.1.1. are within its powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action; (b) 4.1.1.2. except as provided in Section 6.1 below, do not require any approval or consent of, or filing with, any Government Entity government entity bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) 4.1.1.3. will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; and (d) 4.1.1.4. will not, to the Knowledge of Buyer, violate any statute, law, rule, regulation or any judgment, writ, injunction, decree, or order of any Government Entitygovernment entity.

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Sunlink Health Systems Inc)

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Xxxxx Xxxxx, BCHS and LHP and all other agreements referenced herein, or ancillary hereto, to which Buyer each is a party, party and the consummation of the transactions contemplated herein by Xxxxxeach such party: (a) are within its corporate powers, are not in contravention of law Law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action; (b) except as provided in Section 6.1 7.1 below, do not require any approval or consent of, or filing with, any Government Entity governmental agency or authority bearing on the validity of this Agreement which that is required by law Law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, any indenture, agreement, lease, instrument instrument, or understanding to which it is a party or by which it is bound; and; (d) will not, to the Knowledge of Buyer, not violate any statute, law, rule, regulation or Law to which it may be subject; and (e) will not violate any judgment, decree, writ, injunction, decree, or order injunction of any Government Entitycourt or governmental authority to which it may be subject.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Xxxxx Buyer and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation of the transactions contemplated herein by XxxxxBuyer: (a) are within its corporate powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action; (b) except as provided in Section 6.1 6.1, below, do not require any approval or consent of, or filing with, any Government Entity governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; and (d) will not, to the Knowledge of Buyer, violate any statute, law, rule, regulation or any judgment, writ, injunction, decree, or order of any Government Entitygovernmental authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acadia Healthcare Company, Inc.)

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Xxxxx Buyer and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, party and the consummation of the transactions contemplated herein therein by XxxxxBuyer: (a) are within its powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action; (b) except as provided in Section 6.1 belowBuyer’s Schedule 4.2 to this Agreement, do not require any approval or consent of, or filing with, any Government Entity governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; and (d) will not, to the Knowledge of Buyer, not violate any statute, law, rule, regulation or any judgment, writ, injunction, decree, or order of any Government Entitygovernmental authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc)

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