Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Seller and all other agreements referenced herein, or ancillary hereto, to which Seller is a party, and the consummation by Seller and each Seller Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable: (a) are within its corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action; (b) except as provided in Sections 5.4 and 5.5, do not require any approval or consent required to be obtained by Seller of, or filing required to be made by Seller with, any 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) assuming the receipt of any consents required pursuant to the Contracts, 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; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which it or the Assets may be subject; and (e) will not violate any judgment, decree, writ or injunction of any court or governmental authority to which it or the Assets may be subject.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Community Health Systems Inc), Asset Purchase Agreement (Community Health Systems Inc)
Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by each Seller and CHS and all other agreements referenced herein, or ancillary hereto, to which such Seller or CHS is a party, and the consummation by each Seller and each Seller Entity CHS of the transactions contemplated by this Agreement and the documents described herein, as applicable:
(a) are within its corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;
(b) except as provided in contemplated by Sections 5.4 and 5.5, do not require any approval or consent required to be obtained by Seller Sellers of, or filing required to be made by Seller Sellers with, any governmental agency Government Entity or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency Government Entity or authority;
(c) assuming the receipt of any consents required pursuant to the Contracts, will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge, or encumbrance Lien under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound;
(d) will not violate any statute, law, rule, or regulation of any governmental authority Government Entity to which it or the Assets may be subject; and
(e) will not violate any judgment, decree, writ or injunction of any court or governmental authority Government Entity to which it or the Assets may be subject.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Community Health Systems Inc), Asset Purchase Agreement (Community Health Systems Inc)
Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Seller Xxxxx and all other agreements referenced herein, or ancillary hereto, to which Seller Buyer is a party, and the consummation by Seller Buyer and each Seller Buyer Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable:
(a) are within its corporate powers, are not in contravention of corporate 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 Sections 5.4 6.1 and 5.56.2, do not require any approval or consent required to be obtained by Seller Buyer of, or filing required to be made by Seller Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law Law or the regulations of any such agency or authority;
(c) assuming the receipt of any consents required pursuant to the Contracts, 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 or understanding to which it is a party or by which it is bound;
(d) will not violate any statute, lawLaw, rule, or regulation of any governmental authority Government Entity to which it or the Assets may be subject; and
(e) will not violate any judgment, decree, writ writ, or injunction of any court or governmental authority Government Entity to which it or the Assets may be subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Community Health Systems Inc)
Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Seller Buyer and all other agreements referenced herein, or ancillary hereto, to which Seller Buyer is a party, and the consummation by Seller Buyer and each Seller Buyer Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable:
(a) are within its corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;
(b) except as provided in Sections 5.4 6.1 and 5.56.2, do not require any approval or consent required to be obtained by Seller Buyer of, or filing required to be made by Seller Buyer with, any 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) assuming the receipt of any consents required pursuant to the Contracts, 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 or understanding to which it is a party or by which it is bound;
(d) will not violate any statute, law, rule, or regulation of any governmental authority to which it or the Assets may be subject; and
(e) will not violate any judgment, decree, writ writ, or injunction of any court or governmental authority to which it or the Assets may be subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Community Health Systems Inc)
Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Seller Xxxxx and all other agreements referenced herein, or ancillary hereto, to which Seller Buyer is a party, and the consummation by Seller Buyer and each Seller Buyer Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable:
(a) are within its corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;
(b) except as provided in Sections 5.4 6.1 and 5.56.2, do not require any approval or consent required to be obtained by Seller Buyer of, or filing required to be made by Seller Buyer with, any 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) assuming the receipt of any consents required pursuant to the Contracts, 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 or understanding to which it is a party or by which it is bound;
(d) will not violate any statute, law, rule, or regulation of any governmental authority to which it or the Assets may be subject; and
(e) will not violate any judgment, decree, writ writ, or injunction of any court or governmental authority to which it or the Assets may be subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Community Health Systems Inc)