Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement, the performance of their respective obligations hereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance of Soap Common Stock in the Merger. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of each of Soap and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity).
(b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger require no action or approval by, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resal...
Corporate and Governmental Authorization. No --------------------------------------------
Corporate and Governmental Authorization. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Buyer, the performance of Buyer’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of Buyer. Buyer has duly executed and delivered this Agreement, and on the Closing Date will have duly executed and delivered the Ancillary Agreements. Assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement when so executed and delivered by Buyer will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms.
(b) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyer, and the consummation of the transactions contemplated hereby and thereby, require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the Competition Laws of the jurisdictions set forth in Section 2.2(b)(i) of the Seller Disclosure Letter, (ii) the Communications Authorizations Filings, (iii) the Communications Authorizations Consents, (iv) filing the CFIUS Notice and receipt of the CFIUS Clearance and (v) any actions or filings under Laws (other than Competition Laws) the absence of which would not materially impair the ability of Buyer to consummate the transactions contemplated hereby or thereby.
Corporate and Governmental Authorization. The execution, delivery and performance by the Borrower of the Financing Documents (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene any provision of applicable law or regulation or of the articles of incorporation or by-laws of the Borrower, (v) do not constitute a breach of or default under any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, except for breaches and defaults which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect or have an adverse effect on the validity or enforceability of any material provision of any Financing Document, or (vi) result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.
Corporate and Governmental Authorization. (a) Each Buyer Party has all requisite corporate or organizational power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Buyer Party of each of the Transaction Agreements to which it is or will be a party and the consummation by each Buyer Party of the transactions contemplated by such Transaction Agreements have been duly authorized by all requisite corporate or other similar organizational action on the part of each such Buyer Party. Each of the Transaction Agreements to which a Buyer Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Buyer Party. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each Transaction Agreement to which each Buyer Party is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Buyer Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability Exception.
(b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act, and (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(c), the execution and delivery by the Buyer Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Buyer Party of, and the consummation by each Buyer Party of the transactions contemplated by, such Transaction Agreements will not require any Governmental Approval.
Corporate and Governmental Authorization. No Contravention. The execution, delivery and performance by such Borrower of this Agreement and each other Loan Document are within such Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority and do not contravene, or constitute a default under, any provision of applicable Law or of the Organization Documents of such Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Borrower or any of its Subsidiaries.
Corporate and Governmental Authorization. The execution, delivery and performance by the Company of this Amendment and the performance by the Company of the Credit Agreement, as amended by this Amendment (the "Amended Credit Agreement"), are within the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official under any provision of law or regulation applicable to the Company, and do not contravene, or constitute a default under, any provision of law or regulation applicable to the Company or of the restated certificate of incorporation or by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.
Corporate and Governmental Authorization. No -------------------------------------------- Contravention. The execution, delivery and performance by each Borrower and the ------------- Parent of this Agreement, the Notes, the Parent Guaranty and the other Loan Documents (i) are within such Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Borrower or any of the Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of such Borrower or any of the Subsidiaries.
Corporate and Governmental Authorization. (a) Each of Seller and Target has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Seller’s and Target’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of Seller and Target. Seller and Target have duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Seller and Target, enforceable against Seller and Target, in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(b) The execution and delivery of this Agreement by each of Seller and Target do not, and the performance of each of Seller’s and Target’s obligations hereunder will not, require (with or without notification or lapse of time, or both) any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority other than (i) compliance with any applicable requirements of the applicable Competition Laws of Japan, (ii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable securities Laws, and (iii) any such consent, approval, authorization, permit, action, filing or notification (other than in respect of satisfying the requirements of the applicable Competition Laws) the failure of which to make or obtain would not reasonably be expected to, individually or in the aggregate, (1) have a Target Material Adverse Effect, or (2) prevent, materially delay or materially impede the performance by Seller or Target of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement.
Corporate and Governmental Authorization. The execution, delivery and performance by the Lessee of the Operative Documents to which it is a party (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or respect of or filing with, any governmental body, agency or official, (iv) do not contravene or constitute a default under, any material provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Lessee or, to the best of the Lessee's knowledge, any material agreement relating to Debt, Judgment, injunction or other instrument relating to Debt binding upon the Lessee or any Subsidiary and (v) do not result in the creation or imposition of any Lien on any asset of the Lessee or any Subsidiary or on the Facility.
