Authority and No Violation Clause Samples
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Authority and No Violation. (a) Each of Rio Tinto and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Rio Tinto and Offeror and the consummation by it of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts (other than Rio Tinto’s and RTL’s shareholders’ approval, in the case of Rio Tinto) are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by Rio Tinto and Offeror and constitutes a legal, valid and binding obligation of Rio Tinto and Offeror, enforceable against each of them in accordance with its terms.
(b) The authorization of this Agreement, the execution and delivery by Rio Tinto and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not:
(1) result (with or without notice or the passage of time and providing, in the case of Rio Tinto, that Rio Tinto’s and RTL’s joint electorate shareholder approval is obtained) in a violation or breach of or constitute a default under any provision of:
(i) the constitutional documents of Rio Tinto or Offeror;
(ii) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to materially adversely affect Rio Tinto or Offeror’s ability to perform their respective obligations under this Agreement;
(iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Rio Tinto or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect Rio Tinto or Offeror’s ability to perform their respective obligations under this Agreement;
(iv) any judgment, decree, order or award of any Governmental Entity or arbitrator; or
(2) give rise:
(i) to any right of termination, acceleration or cancellation of indebtedness of Rio Tinto or any of its Subsidiaries or material joint ventures, or cause any such indebtedness to come due before its stated maturity;
(ii) to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortga...
Authority and No Violation. (a) Goldbelt has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt and constitutes a legal, valid and binding obligation of Goldbelt, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.
(b) The authorization of this Agreement, the execution and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not:
(i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of:
(A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures;
(B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt;
(C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or
(D) any judgment, decree, order or award of an...
Authority and No Violation. (a) The execution, delivery and performance by each Borrower and Parent of the Transaction Documents to which it is a party, the grant by each Borrower and each Pledgor to the Administrative Agent for the benefit of the Secured Parties of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder, the guaranty of the Obligations as contemplated by Article 11 hereof, and the execution, delivery and performance of the Notes hereof, (i) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (ii) will not constitute a violation by such Person of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person, or any of its respective properties or assets, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) will not violate any provision of the certificate of formation or articles or certificate of organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Transaction Document or indenture, agreement, bond, note or other similar instrument to which a Borrower or any of the parties to the Assignment Agreements are a party or by which such Borrower or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of such Borrowers other than pursuant to the Fundamental Documents.
(b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or Applicable Law, including any securities laws and the regulations promulgated thereunder.
Authority and No Violation. (a) Silvermex has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex and the consummation by Silvermex of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board and no other corporate proceedings on their part are necessary to authorize this Agreement or the transactions contemplated hereby, other than:
(i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Board; and
(ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim Order.
(b) This Agreement has been duly executed and delivered by Silvermex and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.
(c) The approval of this Agreement and the other documents required to be executed by Silvermex in connection with the transactions contemplated herein, the execution and delivery by Silvermex of this Agreement and such other documents, and the performance by Silvermex of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not:
(i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than su...
Authority and No Violation. (i) Canal has the requisite corporate power and authority to enter into this Agreement and the Vivendi/Canal Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Option Agreement and the Vivendi/Canal Agreements to which it is a party and the consummation by Canal of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the Vivendi/Canal Agreements to which it is a party or the transactions contemplated hereby or thereby, other than:
(A) with respect to the Canal Meeting, the Canal Circular and other matters relating solely thereto; and
(B) with respect to the Canal Resolution, the approval thereof by not less than two-thirds of the votes cast by the Canal Shareholders.
(ii) This Agreement has been duly executed and delivered by Canal and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. Each of the Vivendi/Canal Agreements will be delivered by each of Canal and its subsidiaries, in each case to the extent a party thereto and, when so executed and delivered, will constitute their respective legal, valid and binding obligations, enforceable against them in accordance with their respective terms, subject to bankruptcy, insolvency A-38 42 and other applicable Laws affecting creditors' rights generally, and to general principles of equity.
(iii) The Board of Directors of Canal has approved as of the date hereof this Agreement and the transactions contemplated by this Agreement. Canal is not subject to a shareholder rights plan or "poison pill" or similar plan.
(iv) The approval of this Agreement and the Vivendi/Canal Agreements, the execution and delivery by Canal and each of its subsidiaries, in each case to the extent a party thereto, of this Agreement, and the Vivendi/Canal Agreements and the performance by each of them of their respective obligations hereunder and thereunder and the completion of the transactions contemplated hereby and thereby, will not, subject to obtaining the Regulatory Approvals:
(A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to a...
Authority and No Violation. (a) Genterra has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of Genterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. This Agreement has been duly executed and delivered by Genterra and constitutes a valid and binding obligation of Genterra, enforceable in accordance with its terms subject only to the following qualifications:
(i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and
(ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights.
(b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both:
(i) conflict with any of the terms, conditions or provisions of the Charter Documents of Genterra;
(ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra;
(iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or
(iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) t...
Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.
Authority and No Violation. The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, the grant to Lender of the security interest in the Collateral and the Inventory Collateral, in all cases as contemplated by this Credit Agreement and the other Fundamental Documents to which it is or will be a party, and, the Borrowings hereunder and the execution, delivery and performance of any notes evidencing any of the Loans hereunder, (i) have been duly authorized by all necessary corporate action on the part of Borrower, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to Borrower or any of its properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, or any other organizational document of, or any provision of any material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which Borrower is a party or by which Borrower or any of its properties or assets are bound or to which Borrower is subject, (iv) upon execution and delivery of the Intercreditor Agreement by the parties thereto, will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, agreement, bond, note, mortgage, deed of trust, or other instrument and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower other than pursuant to this Credit Agreement or the other Fundamental Documents.
Authority and No Violation. Except as set forth in Schedule 4.2 hereto, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and by the Borrower’s general partner, Ventas, on behalf of the Borrower, and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article IX hereof, (i) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of applicable Laws or any order of any Governmental Authority applicable to such Credit Party or any of its respective properties or assets, (iii) will not violate any provision of the Organizational Documents of any Credit Party or any Subsidiary of a Credit Party, or any provision of any material indenture, agreement, bond, note, mortgage, deed of trust, or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are bound or to which such Credit Party is subject, (iv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, agreement, bond, note, mortgage, deed of trust, or other instrument, and (v) will not result in the creation or imposition of (or the obligation to create or impose) any Lien whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents.
Authority and No Violation. The execution, delivery and performance of this Agreement and the other Related Documents to which it is a party, by each Guarantor and the guaranty of the Obligations as contemplated by this Agreement and the other Related Documents to which it is a party, by each Guarantor (a) have been duly authorized by all necessary corporate or other similar action on the part of each such Guarantor and by all necessary stockholder or other similar action, (b) will not constitute a violation of any provision of applicable law or a violation of any order of any governmental authority applicable to such Guarantor or any of its respective properties or assets, in each case, that could reasonably be expected to result in a Material Adverse Effect, (c) will not violate any provision of the certificate of incorporation or by-laws (or such other organizational and governing documents as may be applicable) of any Guarantor, or any provision of any indenture, bond, note, mortgage, deed of trust, or any other instrument or agreement to which such Guarantor is a party or subject, or by which such Guarantor or any of its respective properties or assets are bound, (d) will not be in conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such indenture, bond, note, mortgage, deed of trust, or other instrument or agreement, or give rise to any right under any of the foregoing to require any payment to be made by any Guarantor, and (e) will not result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the properties or assets of any of the Guarantors or any subsidiary of a Guarantor, other than pursuant to the Security Documents.