Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part of the Seller and Weatherford. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and Weatherford and is a legal, valid and binding obligation of the Seller and Weatherford, enforceable against the Seller and Weatherford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time
(b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl not, with or without the passage of time or the giving of notice or both:
(i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the Business,
(ii) conflict with or violate the Certificate or Articles of Incorporation or Bylaws of the Seller or Weatxxxxxxx,
(iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable,
(iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or
(v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx any of their respective properties or assets, other than violations, defaults or conflicts that would not materially and adversely affect the ability of the Seller or Weatxxxxxxx xx consummate the transactions provided for in this Agreement.
Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have been duly authorized and approved by the boards of directors and the shareholders of the Seller. No further corporate action is necessary on the part of the Seller to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and each of the Shareholders and is a legal, valid and binding obligation of the Seller and each of the Shareholders enforceable against them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies.
(b) Except as set forth in Section 2.2(b) of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and each of the Shareholders to the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and each of the Shareholders will not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Entitlements to which the Seller is a party or by which it is bound; (ii) conflict with or violate the Articles of Incorporation or Bylaws of the Seller; (iii) result in the creation or imposition of any Lien on any of the Transferred Assets; (iv) result in an acceleration or increase of any amounts due with respect to any of the Assumed Liabilities or the Assumed Trade Payables; (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or any of the Shareholders or any of their respective properties or assets; or (vi) conflict with, constitute a breach, violation or termination of any agreement or understanding, whether written or otherwise, to which the Seller or any of the Shareholders is a party or by which it, he or she is bound.
Validity of Agreement and Conflict with Other Instruments. (a) Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of Buyer. This Agreement has been duly executed and delivered by Buyer and is the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer will not, with or without the passage of time or the giving of notice or both:
(i) conflict with, constitute a breach, violation or termination of any provision of, or constitute a default under, any contract, agreement, indenture, note, lease, mortgage, license, commitment or other binding arrangement to which Buyer is a party or by which Buyer may be bound;
(ii) conflict with or violate the articles of incorporation or the bylaws of Buyer;
(iii) violate any provision of law, judgment, rule, order, decree or any other restriction applicable to Buyer; or
(iv) require any consent or approval of, or filing with or notice to, any public or governmental body or authority, under any provision of law applicable to Buyer other than those required to be filed pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated pursuant thereto.
Validity of Agreement and Conflict with Other Instruments. (a) Each of the Shareholders has the requisite legal capacity, power and authority to enter into this Agreement, to consummate the transactions contemplated hereunder and to perform his or its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Shareholders and is a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. The Shareholders have not entered into any other agreement whereby the Shares will be sold, assigned or otherwise transferred to another Person.
(b) The execution, delivery and performance of this Agreement by the Shareholders and the consummation of the transactions contemplated hereby (i) do not violate any provision of the Articles of Incorporation or Bylaws of the Company, or any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Shareholders or the Company or any of their respective properties or assets, (ii) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, may result in a default), or the creation of a Lien pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease or other agreement to which any of the Shareholders or the Company is a party or to which any of their respective assets are subject, (iii) do not require the consent, approval, clearance, waiver, order or authorization of any Person (as defined in Section 10.37) or Governmental Entity (as defined in Section 10.27) that has not been obtained and (iv) conflict with, constitute a breach, violation or termination of any provision of any agreement or contract, whether written or otherwise, to which the Company is a party or by which it is bound.
(c) Except as set forth in Section 2.2(c) of the Disclosure Schedule, the execution, delivery and performance of this Agreement by the Shareholders will not result in the loss of any license, franchise or permit possessed by the Company or give a ri...
Validity of Agreement and Conflict with Other Instruments. 3.2.1 The execution, delivery and performance of this Agreement has been duly authorized by the Board of Directors of the Seller. This Agreement has been duly executed and delivered by the Seller. This Agreement and all other agreements contemplated hereby constitute legal, valid and binding obligations of the Seller
Validity of Agreement and Conflict with Other Instruments. 4.2.1 The execution, delivery and performance of this Agreement has been duly authorized by the Board of Directors of the Buyer. This Agreement has been duly executed and delivered by the Buyer to the Seller and, this Agreement and all other agreements contemplated hereby constitute legal, valid and binding obligations of the Buyer.
4.2.2 The execution, delivery, and performance of this Agreement and any other agreement contemplated hereby, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Buyer will not, to the extent of the Buyers knowledge:
4.2.2.1. conflict with, constitute a breach, violation, or termination of any provision of, or constitute a default under, any of leases or contracts and other agreements to which the Buyer is a party or by which the Buyer is bound;
4.2.2.2. conflict with or violate the Articles of Incorporation or Bylaws of the Buyer;
4.2.2.3. violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Buyer or any properties or assets owned or leased by the buyer.
Validity of Agreement and Conflict with Other Instruments. (a) Each of the Buyers has the requisite legal capacity, power and authority to enter into this Agreement, to consummate the Transactions and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Buyers and is a legal, valid and binding obligation of each of the Buyers, enforceable against each of the Buyers in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies.
(b) The execution, delivery and performance of this Agreement by the Buyers and the consummation of the Transactions by the Buyers (i) do not and will not on the Closing Date violate any provision of the articles or bylaws of any of the Buyer Companies, or any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to any of the Buyer Companies, (ii) do not and will not on the Closing Date require the consent, approval, clearance, waiver, order or authorization of any Person or Governmental Entity that has not been obtained (except as set forth in Section 5.3 of the Buyers’ Disclosure Schedule), and (iii) do not and will not on the Closing Date conflict with, constitute a breach, violation or termination of any provision of any agreement or contract, whether written or otherwise, to which any of the Buyer Companies is a party or by which any of them is bound.
Validity of Agreement and Conflict with Other Instruments. (a) Tulsa and Holdings have the requisite legal capacity, power and authority to enter into this Agreement and, subject to obtaining approval from the shareholders of Tulsa and Holdings and the members of the Company, to consummate the transactions contemplated hereunder and to perform their respective obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Tulsa and Holdings and is a legal, valid and binding obligation of each such Person, enforceable against each such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. None of Tulsa, Holdings nor the Company has entered into any other agreement whereby the Interests or the Company's assets (other than sales of inventory, products and services in the ordinary course of business) will be sold, assigned or otherwise transferred to another Person.
(b) The execution, delivery and performance of this Agreement by each of Tulsa and Holdings and the consummation of the transactions contemplated hereby (i) do not violate any provision of the Articles of Incorporation or by-laws of Specialty or Holdings or the Certificate of Formation or the Limited Liability Company Agreement, or any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to Tulsa, Holdings or the Company or any of their respective properties or assets, (ii) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, may result in a default), or the creation of a Lien pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease or other agreement to which Tulsa, Holdings or the Company is a party or to which any of their respective assets are subject, other than the Fleet Agreement, (iii) except as set forth in Section 2.2(b) of the Disclosure Schedule, do not require the consent, approval, clearance, waiver, order or authorization of any Person or Governmental Entity that has not been obtained and (iv) do not conflict with, constitute a breach, violation or termination of any prov...
Validity of Agreement and Conflict with Other Instruments. This Agreement and all transactions contemplated hereby have been duly authorized and approved by all necessary action on the part of the Buyer. No further action is necessary on the part of the Buyer to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and is a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, except that the enforceability of this Agreement is subjected to applicable bankruptcy, insolvency or similar laws relating to or affecting the enforcement of creditors' rights generally and to general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Buyer will not, directly or indirectly, violate any provision of, or constitute a default under, any Contract to which the Buyer is a party or by which it is bound, or conflict with its organizational documents other than violations, defaults or conflicts that would not have a Material Adverse Effect on the ability of the Buyer to consummate the transactions provided for in this Agreement.
Validity of Agreement and Conflict with Other Instruments. (a) Each Shareholder that is a trust has been duly formed and is validly existing under the laws of the State of Texas. Each Shareholder that is a natural person is a resident of and domiciled in the State of Arkansas (or, in the case of John Xxxexx Xxxxxxxx xxx Shanx Xxx Xxxlxxxx, xxe State of Texas). Each of the Shareholders (or, in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) has the requisite legal capacity, power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform his or its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Shareholders (or, in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) and is a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. The Shareholders (or, in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) have not entered into any other agreement whereby the Willxxxx X.X. Shares or the Willxxxx Xxxada Shares will be sold, assigned or otherwise transferred to another Person.
