Authority and No Conflict Clause Samples
Authority and No Conflict. (a) The execution, delivery and performance of this Agreement and the Transaction Documents by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement and the Transaction Documents have been, or when executed will be, duly executed and delivered by Parent and Merger Sub. This Agreement and the Transaction Documents constitute, or when executed and delivered by all parties hereto and thereto will constitute, the legal, valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy laws, and other laws affecting creditors’ rights generally or by principles of equity. Parent and Merger Sub each have all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby.
(b) Neither the execution and delivery of this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby will: (i) conflict with or violate the charter or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, (ii) conflict with or violate or require consent under any federal, state or local law to which Parent or Merger Sub or any of their respective assets are subject or conflict with or violate or require consent under the rules or regulations of any exchange or trading system upon which its securities are listed or admitted for trading, or (iii) cause (including after notice, lapse of time, or both) a breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to require payment under, or to cancel, terminate, or modify, any note, bond, mortgage, indenture, credit agreement, loan agreement, license, instrument, trust, contract, agreement or other commitment or arrangement of Parent or Merger Sub, except for such violation as specified in clauses (ii) and (iii) as would not be reasonably expected to have a Parent Material Adverse Effect.
Authority and No Conflict. Equity has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and the Other Agreements to which it is party, and all documents and agreements necessary to give effect to the provisions of this Agreement and the Other Agreements, and this Agreement and the Other Agreements to which it is a party have been duly authorized, executed and delivered by Equity. The execution and delivery of this Agreement and the Other Agreements to which it is a party by Equity does not, and consummation of the transactions contemplated hereby and thereby will not, (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of Equity's governing instruments; (b) conflict with, or result in any violation of or default or loss of any material benefit under, any permit, concession, grant, franchise, law, rule or regulation, or any judgment, decree or order of any court or Regulatory Authority to which Equity is a party; or (c) conflict with, or result in a breach or violation of or default or loss of any material benefit under, or accelerate the performance required by, the terms of any material agreement, contract, indenture or other instrument to which Equity is a party, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any material Lien upon the assets of Equity. All action and other authorizations prerequisite to the execution of this Agreement and the Other Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been taken or obtained by Equity. This Agreement and the Other Agreements to which it is a party are valid and binding agreements of Equity enforceable against Equity in accordance with their terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditor's rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law).
Authority and No Conflict. 3.5.1 The Sellers have full power and authority to enter into this Agreement and to consummate the transactions contemplated herein.
3.5.2 The execution and delivery of this Agreement, and every document or instrument to be executed and delivered by the Sellers, and the consummation of the transactions contemplated herein and therein have been duly and validly authorized and approved by all necessary corporate actions on the part of the Sellers.
3.5.3 Subject to the consents, approvals and registrations set forth in Article 3.2 herein, neither the execution nor delivery by the Seller of this Agreement, including all the agreements referred to herein, nor the consummation of the transactions contemplated herein and therein, require any authorization, consent, approval or registration of any Governmental Authority or of any other Person.
Authority and No Conflict. 16 4.3 Defaults, Consents, Etc.................................................16 4.4
Authority and No Conflict. Each of the Parent and the Purchaser has the corporate full power and authority to execute, deliver and carry out its obligations under this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Parent and the Purchaser, and the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any conflict, breach or violation of, or default under, any statute, judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which the Parent or the Purchaser is a party or by which either of them or their properties is bound. All action and other authorizations prerequisite to the execution of this Agreement and the consummation of the trans actions contemplated by this Agreement have been taken or prior to the Closing Date will have been obtained by the Parent and the Purchaser. This is a valid and binding agreement of the Parent and the Purchaser enforceable against each of them, respectively, in accordance with its terms.
Authority and No Conflict. Each member of the Seller Group has ------------------------- full right, power and authority, without the consent of or filing with any other person (including any governmental authority), to execute and deliver this Agreement and the agreements contemplated hereby and to carry out the transactions contemplated hereby and thereby. All corporate and other acts required to be taken by any member of the Seller Group to authorize the execution, delivery and performance of this Agreement and all agreements and transactions contemplated hereby have been properly taken. Such execution, delivery and performance will not create any encumbrance nor terminate nor accelerate any obligation of the Business and will not violate or conflict with any provision of (i) the Articles of Association and Memorandum of Association of the Company, (ii) any contract, permit, license or other instrument to which any member of the Seller Group is a party or is bound, (iii) any injunction, decree or judgment of any court or governmental agency, or (iv) any Law applicable to any member of the Seller Group or the Business.
Authority and No Conflict. The execution, delivery and performance by Purchaser of this Agreement, including without limitation the purchase and receipt and holding of XRP has been duly authorized by all organizational action, and does not (i) conflict with any of Purchaser’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Purchaser, or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 4.1(b), or (v) constitute an event of default under any material agreement by which Purchaser or its properties, is bound. Purchaser is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.
Authority and No Conflict. BioValve and BTI have the full power, right and authority to enter into and make the contributions and assignments and perform its other obligations under this Agreement without the consent, approval or authorization of any other person or entity, and this Agreement constitutes BioValve and BTI’s valid and binding obligation enforceable in accordance with its terms. The execution and delivery of this Agreement by BioValve and BTI, and their compliance with the terms thereof, do not and will not conflict with or result in a breach of any terms of, or constitute a default under, any agreement, obligation or instrument to which BioValve or BTI is a party or by which it is bound.
Authority and No Conflict. The Purchaser has the full power and authority to execute, deliver and carry out its obligations under this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser, and the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any conflict, breach or violation of, or default under, any statute, judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which the Purchaser is a party or by which it is bound. All action and other authorizations prerequisite to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or prior to the Closing Date will have been obtained by the Purchaser. This Agreement is a valid and binding obligation of the Purchaser enforceable in accordance with its terms.
Authority and No Conflict. Participant has the full power, right and authority to enter into and make the contributions and assignments and perform its other obligations under this Agreement without the consent, approval or authorization of any other person or entity. The signature and delivery of this Agreement by Participant, and Participant’s compliance with the terms thereof, do not and will not conflict with or result in a breach of any terms of, or constitute a default under, any agreement, obligation or instrument to which Participant is a party or by which it is bound. Participant or any member thereof is not an HCSC employee as of the Effective Date.