Authority; Consents. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary organizational action on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject.
(b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby.
(c) This Agreement has been duly and validly executed and delivered by Purchaser Parent and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable), enforceable in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles.
(d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Pu...
Authority; Consents. Parent and Sub have all requisite corporate ------------------- power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes the valid and binding obligations of Parent and Sub, enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The execution and delivery of this Agreement by Parent and Sub does not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, Conflict with (i) any provision of the respective Articles of Incorporation or Bylaws of Parent or Sub or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Parent or Sub. No consent, waiver, approval, or registration, declaration or filing with, any Governmental Entity or any third party is required by or with respect to any of the Parent or Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Authority; Consents. The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary action of the Company. Except for consents and approvals previously obtained, no consent or approval of, or exemption by, any person or entity, governmental or private, is required to authorize the execution, delivery and performance of the Transaction Documents or the validity thereof.
Authority; Consents. The parties agree that in relation to the PFI Project Agreement:
6.2.1 the Authority shall not give any consent, approval or authorisation of matters concerning the Academy without the prior operation of the procedures set out in this clause 6.2;
6.2.2 the Authority shall inform the Company of the decision it requires by when and shall provide any relevant information at its disposal to inform such a decision, following which the Company will ensure that the Company gives any consent, approval or other necessary response in accordance with the timescales within which the Authority has advised the Company it is required to act; and
6.2.3 where the Company:
(a) does not respond to the Authority in accordance with clause 6.2.2, the Authority has discharged all obligations under this clause 6.2 in respect of the relevant consent, approval or authorisation and shall be entitled to give such consent, approval or authorisation; or
(b) does not give consent, the Company will provide full written details of its objections to the Authority within such time period as the Authority has advised it is required to act to enable the Authority to comply with its obligations under the PFI Project Documents.
6.2.4 Without prejudice to clause 26.3.4, the Company shall not be required to give any consent or approval sought by the Authority under clause 6 or otherwise and the Company may withhold or give such consent or approval in its absolute discretion, save where the Authority can demonstrate that the failure to give such consent or approval would have a material adverse effect in the context of all of the schools, subject to the PFI Project Agreement.
6.2.5 Subject to clause 6.2.4, the Authority shall not give any consent or approval to which this clause 6 applies if the Company shall in accordance with this clause 6 have notified the Authority that it is withholding its consent or approval.
Authority; Consents. Guarantor is duly authorized and empowered to execute, deliver and perform this Agreement, and all corporate action on Guarantor's part requisite for the due execution, delivery and performance of this Agreement has been taken. No consent, approval, authorization or other order of any Person, and no Governmental Authorization, which in either case has not been obtained, is required to be made or obtained by Guarantor for the execution, delivery, or performance of this Agreement by Guarantor.
Authority; Consents. (a) The execution, delivery, and consummation of this Agreement by Seller has been duly authorized by its Members in accordance with all applicable Legal Requirements and the organizational documents of Seller, and at the Closing Date no further action will be necessary on the part of Seller to make this Agreement valid and binding on Seller and enforceable against Seller in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby may be affected by bankruptcy, reorganization, moratorium, insolvency, public policy, and similar laws of general application affecting the rights and remedies of creditors and by general equity principles.
(b) Except as set forth on Schedule 5.2, the execution, delivery, and consummation of this Agreement by Seller (i) is not contrary to the Articles of Organization, or the operating agreement of Seller, (ii) does not now and will not, with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement, or any other restriction to which Seller is a party or to which any of the Purchased Assets is subject or bound, (iii) will not result in the creation of any Encumbrance on any of the Purchased Assets, and (iv) will not result in any acceleration or termination of any loan or security interest agreement to which Seller is a party or to which Seller or any of the Purchased Assets is subject or bound. Except as may be listed on Schedule 5.2, no approval or consent of any Person is or was required to be obtained by Seller or any Member for the authorization of this Agreement or the consummation by Seller or any Member of the transactions contemplated in this Agreement.
Authority; Consents. (a) The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(b) Upon the satisfaction of all other conditions contained herein and the filing of the Agreement of Merger with the Secretary of State of the State of California, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Entity or (ii) any individual, corporation or other entity (including any holder of the Corporation's Securities) is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) the filing of the Registration Statement with the SEC in accordance with the Exchange Act, (B) the filing of the Agreement of Merger with the California Secretary of State, (C) satisfaction of all information and waiting period requirements of HSR and any regulations promulgated thereunder, (D) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (E) those set forth in the Company Disclosure Schedule, and (F) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on the Corporation.
Authority; Consents. The Owner confers (and will cause the Capital Companies to confer) on the Manager all such authorities and grants all such consents as may be necessary for the Manager’s performance of its duties under this Agreement, agrees to comply with Applicable Laws in connection with the Owner Containers, and will, at the request of the Manager, confirm any such authorities and consents to any third parties, execute such other documents and do such other things as the Manager may reasonably request for the purpose of giving full effect to this Agreement and enabling the Manager to carry out its duties hereunder.
Authority; Consents. Purchaser has full power and lawful authority to execute and deliver the Basic Agreements and the Purchaser Disclosure Letter and to consummate and perform the Transaction. The Basic Agreements constitute (or shall, upon execution, constitute) valid and legally binding obligations of Purchaser, enforceable in accordance with their terms. To Purchaser's knowledge, neither the execution and delivery of the Basic Agreements and the Purchaser Disclosure Letter by Purchaser, nor the consummation and performance of the Transaction, conflicts with, requires the consent, waiver or approval of, results in a breach of or default under, or gives to others any interest or right of termination, cancellation or acceleration in or with respect to, any agreement by which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or affected.
Authority; Consents. Buyer has all requisite corporate power and authority to enter into this Agreement and the Exhibits and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement and the Exhibits have been duly executed and delivered by Buyer and constitutes the valid and binding obligations of Buyer, enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy or similar laws and general principles of equity. The execution and delivery of this Agreement and the Exhibits by Buyer does not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with (i) any provision of the Certificate of Incorporation or Bylaws of Buyer or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Buyer. No consent, waiver, approval, or registration, declaration or filing with, any Governmental Entity or any third party is required by or with respect to Buyer in connection with the execution and delivery of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or thereby.
