Validity of Contracts. The fact that:
(a) any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Investment Adviser, manager, Principal Underwriter, distributor, or affiliate or agent of or for any Person with which an advisory, management or administration contract, or Principal Underwriter’s or distributor’s contract, or transfer, shareholder servicing or other type of service contract may be made, or
(b) any Person with which an advisory, management or administration contract or Principal Underwriter’s or distributor’s contract, or transfer, shareholder servicing or other type of service contract may be made also has an advisory, management or administration contract, or Principal Underwriter’s or distributor’s contract, or transfer, shareholder servicing or other service contract, or has other business or interests with any other Person, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the applicable requirements of the 1940 Act.
Validity of Contracts. This Agreement shall not be binding or of any force or effect until it is: i) approved by resolution of the City Council as required by the Oakland City Charter, Oakland Municipal Code Title 2.04 and Oakland City Council Rules of Procedure, ii) approved for form and legality by the Office of the City Attorney, and iii) signed by the City Administrator or his or her designee.
Validity of Contracts. (i) the Company has power under its constitutional documents to permit its entry into, and perform its obligations under, this Agreement in the manner set out herein and the other Contracts, and (ii) this Agreement (and its performance) has been duly authorised (such authorisation remaining in full force and effect) and executed by and constitutes, and the other Contracts (and their performance) will be duly authorised by the Company prior to the Closing Date and upon execution and delivery prior to or on the Closing Date will constitute, legally binding and enforceable obligations of the Company in accordance with their respective terms, subject to the laws relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors, and general principles of equity;
Validity of Contracts. This Agreement shall not be binding or of any force or effect until it is approved for form and legality by the Office of the City Attorney and signed by the City Administrator or his or her designee.
Validity of Contracts the Company has power under its constitutional documents to permit its entry into, and perform its obligations under, this Agreement in the manner set out herein and this Agreement (and its performance) has been duly authorised (such authorisation remaining in full force and effect) and executed by, and constitutes legally binding and enforceable obligations of the Company in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors, and general principles of equity; there is no authorisation, consent, approval, licence or notification required for the Subscription either from governmental, regulatory or other public bodies (including, without limitation, the Stock Exchange except for the approval for the listing of and permission to deal in the Subscription Shares by the Stock Exchange) or authorities or courts or from any third party pursuant to any contractual or other arrangement to which the Company or any other member of the Group is a party, except for those which have been, or will on or prior to the Closing Date be, obtained;
Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Member received written notice of any intention to terminate any such Material Contract.
(ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the Company. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the Company, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.
(iii) No Person that supplies any parts or any other materials necessary for the Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business.
Validity of Contracts. (i) No Group Company is in breach of, nor does any Warrantor have Knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any material agreement or other transaction to which a Group Company is a party, nor has it received notice of any intention to terminate any such material agreement or repudiate or disclaim any other transaction.
(ii) To the Knowledge of the Warrantors, no party with whom a Group Company has entered into any agreement or arrangement is in default thereunder being a default which would constitute a Material Adverse Event with respect to the Group Company and there are no circumstances likely to give rise to any such default.
(iii) No Group Company is a party to any contract which, by reason of the sale of the Subscribed Shares or any provision of this Agreement and/or the Transaction Agreements, gives any other contracting party the right to terminate the contract or create or increase any obligation on the Group Company (whether to make payment or otherwise) to any person.
Validity of Contracts this Agreement has been duly authorised, executed and delivered by the Issuer and constitutes, and the Contracts have been duly authorised by the Issuer and on the Closing Date, upon their execution and delivery by the Issuer, will constitute, valid, legally binding and enforceable obligations of the Issuer;
Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture or evidence of indebtedness required to be disclosed on Schedule 2.12(a)-(p) to which any of the Acquired Companies is a party or is otherwise obligated (individually, a "Contract" and collectively, the "Contracts") is a valid, binding and enforceable obligation of the Acquired Company that is a party thereto and, to the knowledge of the Acquired Company, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles and, except as set forth in Schedule 2.13, no Acquired Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, none of the Acquired Companies nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in violation of such Contract, and the Company has no disputes with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute with regard to any Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, a default under or a violation of any Contract by any of the Acquired Companies or any other party to such Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or Company Shares or, except as set forth on Schedule 2.13, would require any consent thereunder. The Acquired Companies have made available to Parent in their due diligence materials a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a)-(p) and a true, complete and accurate description of each oral Contract required to be disclosed on Schedule 2.12(a)-(p), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent.
Validity of Contracts the Agency Agreement, the Clearing Services Agreement and this Agreement have each been duly authorised, executed and delivered by the Flemish Community and constitute valid and legally binding obligations of the Flemish Community enforceable in accordance with their respective terms and the Flemish Community has full capacity to enter into any obligations and undertakings contemplated in and following from the Agency Agreement, the Clearing Services Agreement and this Agreement. Each Subscription Agreement will, when executed by the Flemish Community, have been duly authorised by the Flemish Community and will constitute valid and legally binding obligations of the Flemish Community enforceable in accordance with their respective terms;
