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 by Buyer of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation of the transactions contemplated herein by Buyer: (a) do not require any approval or consent to be obtained by any party other than the Company or from, or filing required to be made by Buyer with, any Governmental Agency bearing on the validity of this Agreement which is required by Law; (b) will not conflict with, result in any breach or contravention of, or the creation of any Encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer is a party or by which Buyer is bound; (c) will not violate any Law to which Buyer may be subject; and (d) will not violate any Governmental Order to which Buyer may be subject.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (MGT Capital Investments Inc), LLC Membership Interest Purchase Agreement (Biozone Pharmaceuticals, Inc.), Stock Purchase Agreement (Biozone Pharmaceuticals, Inc.)

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Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by 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 Buyer: (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 to be obtained by any party other than the Company or fromof, or filing required to be made by Buyer with, any Governmental Agency governmental agency or authority bearing on the validity of this Agreement which is required by Lawlaw or the regulations of any such agency or authority; (bc) will not neither conflict with, nor result in any breach or contravention of, or the creation of any Encumbrance Lien under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (c) will not violate any Law to which Buyer may be subject; and (d) will not violate any Governmental Order to which Buyer may be subjectstatute, law, rule, regulation or any judgment, writ, injunction, decree, or order of any governmental authority.

Appears in 2 contracts

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

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