Authority; No Breach Clause Samples
The "Authority; No Breach" clause establishes that each party entering into the agreement has the legal power and authorization to do so, and that their participation does not violate any other agreements or laws. In practice, this means each party affirms they have obtained all necessary approvals and that signing the contract will not cause them to breach any existing obligations, such as prior contracts or regulatory requirements. This clause is essential for ensuring that the agreement is valid and enforceable, and it protects both parties from unintended legal conflicts or invalid commitments.
Authority; No Breach. (a) Each of Target and the Target Banks has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target and the Target Banks, subject to the approval of this Agreement by the holders of the outstanding Target Common Stock and by Target, as the sole shareholder of each Target Bank. Subject to such requisite shareholder approval, this Agreement and the Bank Merger Agreement represent legal, valid and binding obligations of Target and each Target Bank, as the case may be, enforceable against them in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).
(b) With respect to each of Target and the Target Banks, neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or Association or its By-Laws, or (ii) constitute or result in a Default or loss of benefit under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Company under, any Contract or Permit of any Target Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Target, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Target Company or any of their respective Assets.
(c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws, and other...
Authority; No Breach. It has all of the rights, powers and authority to enter into, and perform fully all of its obligations under, the Agreement. The execution, delivery and performance of the Agreement shall not result in the breach or non- performance of its organizational documents or any agreements it and/or its Affiliates have with any third party.
Authority; No Breach. (a) Each of the Sellers has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to which he, she or it is a party, and to perform, carry out and consummate the Transactions. The execution, delivery and performance of this Agreement and the other Operative Documents to which he, she or it is a party have been duly authorized by all necessary action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller and the Operative Documents to which any Seller is a party shall be, when executed and delivered by such Seller, duly executed and delivered by such Seller. This Agreement constitutes, and the Operative Agreements to which any Seller shall be a party shall constitute, when executed and delivered by such Seller, such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.
(b) Neither the execution and delivery of this Agreement or any Operative Document by any of the Sellers nor the consummation of any of the Transactions, nor the full performance by any Seller of his, her or its obligations hereunder or thereunder do or will: (i) conflict with, violate or result in a breach of any provision of any Organizational Documents of any Company; (ii) conflict with, violate, result in a breach of, constitute a default under (or an event which, with or without notice, lapse of time or both, would constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any material Contract to which any Seller or any Company is a party or by which any Seller or any Company is subject or bound; (iii) result in the creation of, or give any third party the right to create, any Encumbrance upon the Shares or any Properties of any Company; (iv) conflict with, violate, result in a breach of or constitute a default under any Law, award, Permit, decree, Order, or process of any Governmental Entity to which any Seller, any Company or any Properties of any Company are subject; (v) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any ma...
Authority; No Breach. (a) The Purchaser Group has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly authorized by all necessary action on the part of each member of the Purchaser Group. This Agreement is the legal, valid and binding obligation of the Purchaser Group, enforceable against each Purchaser in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general applicability relating to creditors' rights and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies.
(b) Neither the execution and delivery of this Agreement by the Purchaser Group nor the consummation of the transactions contemplated herein will: (i) violate any provision of the Constitutive Documents of any Purchaser; (ii) conflict with, result in a breach of or constitute a default under or result in the invalidity of, or accelerate the performance required by or cause the acceleration of the maturity of any debt or obligation pursuant to any material agreement or commitment to which any Purchaser is a party or by which such Purchaser (or any of its material properties or assets) is subject or bound; (iii) conflict with, violate, result in a breach of or constitute a default under any material judgement, decree, order, or process of any Governmental or Regulatory Authority; (iv) conflict with or violate any statute, Law or regulation applicable to the business or operations of any Purchaser, except where such conflicts or violations (individually or in the aggregate) would not have a Material Adverse Effect on the business or operations (as currently conducted) or the financial condition of a Purchaser, taken as a whole; (v) terminate or modify in any material respect, or give any third party the right to terminate or modify in any material respect, the provisions or terms of any material contract or agreement to which a Purchaser is a party or by which it (or any of its material assets) is subject or bound; or (vi) require a Purchaser to obtain any authorization, consent, approval or waiver from, or to make any filing with, any Person, except where the failure to obtain such authorization, consent, ap...
Authority; No Breach. (a) Each of the CCS Stockholders has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to which it is or shall, pursuant to this Agreement, be a party, and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Operative Documents to which he or it is or shall, pursuant to this Agreement, be a party have been duly and validly authorized by all necessary limited partnership or other action on the part of such CCS Stockholder. This Agreement and the Operative Documents to which he or it is, or will be a party, have been, or will be, duly executed and delivered by such CCS Stockholder and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) constitute the legal, valid and binding obligations of such CCS Stockholder.
(b) CCS has all requisite corporate power and authority to execute and deliver this Agreement and the Operative Documents to which it is or shall, pursuant to this Agreement, be a party, and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Operative Documents to which CCS is or shall, pursuant to this Agreement, be a party have been duly and validly authorized by all necessary corporate action on the part of CCS. This Agreement and the Operative Documents to which CCS is, or will be a party, has been, or will be, duly executed and delivered by CCS and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) constitutes the legal, valid and binding obligation of CCS.
(c) Except as set forth in Schedule 4.2(c) of the CCS Disclosure Schedule, neither the execution and delivery of this Agreement or any Operative Document by any of the CCS Stockholders nor the consummation of any of the transactions contemplated herein or therein, nor the full performance by each of the CCS Stockholders of their obligations hereunder or thereunder do or will: (i) if applicable, violate any provision of the limited partnership agreement of such CCS Stockholder; (ii) conflict with, result in a breach or violation of, or constitute a default under (or an event which, with or without notice, lapse of time or both, would constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any ...
Authority; No Breach. (a) TARGET has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of TARGET, subject to the approval of this Agreement by the holders of a majority of the outstanding TARGET Capital Stock (determined on an as-converted basis). Subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of TARGET, enforceable against TARGET in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).
(b) Neither the execution and delivery of this Agreement by TARGET, nor the consummation by TARGET of the transactions contemplated hereby, nor compliance by TARGET with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of TARGET's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of TARGET under, any Contract or Permit of TARGET, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET.
(c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET, no notice to,
Authority; No Breach. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and each of the Related Agreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Related Agreements by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby do not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of a right of termination or acceleration or any lien, security interest, charge or encumbrance upon any assets of Buyer, or require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under the provisions of the Certificate of Incorporation or Bylaws of Buyer or any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Buyer or its assets are bound or affected, or any law, statute, rule or regulation or order, judgment or decree to which Buyer or its assets is subject.
Authority; No Breach. The Sellers have all requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey such Sellers Seller Shares, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by each Seller of this Agreement and the agreements provided for herein, and the consummation by each Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of such Seller’s organizational or formation documents, if such Seller is an entity.
Authority; No Breach. Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby do not conflict with or result in any breach of any of the provisions of, or constitute a default under, result in a violation of, result in the creation of a right of termination or acceleration or any lien, security interest, charge or authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under the provisions of the Articles of Incorporation or Bylaws of Seller or any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Seller or the Assets are bound or affected (other than consents required under Section 8.01(d) hereof, which Seller undertakes to obtain prior to the Closing Date), or any law, statute, rule or regulation or order, judgment or decree to which Seller or the Assets are subject.
Authority; No Breach. Seller has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby do not conflict with or result in any breach of any of the provisions of, or constitute a default under, result in a violation of, result in the creation of a right of termination or acceleration or any lien, security interest, charge or authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under:
(a) the provisions of the Certificate of Organization and Limited Liability Company Agreement of Seller;
(b) any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Seller or the Assets are bound or affected; or
(c) any law, statute, rule or regulation or order, judgment or decree to which Seller or the Assets are subject.