AUTHORIZATION; NON-CONTRAVENTION; APPROVALS Sample Clauses

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Seller has the full legal right, power and authority to enter into this Agreement and to consummate the sale of the Business and the other transactions contemplated hereby. Seller has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement have been approved by the Board of Directors of Seller. This Agreement has been duly and validly executed and delivered by Seller, and, assuming the due authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (b) The execution and delivery of this Agreement by Seller does not, and the consummation by Seller of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Transferred Assets under any of the terms, conditions or provisions of (i) the organizational documents of Seller, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Seller or the Business or (iii) any agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which Seller is now a party related to the Business, excluding from the foregoing clauses (ii) and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the Business, subject to the consent of the lessor of the premises (the “Premises”) where the Business is conducted and Purchaser shall be responsible for obtaining such consent. No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, other than such declaratio...

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of Quanta and Newco has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of Quanta and Newco and Quanta, as the sole stockholder of Newco. No additional corporate proceedings on the part of Quanta or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by Quanta and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Quanta and Newco, and, assuming the due authorization, execution and delivery by each Company and the Stockholders, constitutes valid and binding agreements of Quanta and Newco, enforceable against Quanta and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by Quanta and Newco do not, and the consummation by Quanta and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By- Laws of Quanta or Newco, (ii) any Law applicable to either Quanta or Newco or any of its properties or assets or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Quanta or Newco is now a party or by which either Quanta or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Quanta and Newco or the consummation by Quanta and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Each of U.S. Concrete and Newco has the full legal right, power and authority to enter into this Agreement and the ancillary documents and agreements described herein and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the boards of directors of U.S. Concrete and Newco and by U.S. Concrete, as the sole stockholder of Newco. No additional corporate or shareholder proceedings on the part of U.S. Concrete or Newco are necessary to authorize the execution and delivery of this Agreement and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by U.S. Concrete and Newco, and, assuming the due authorization, execution and delivery by the Company and the Stockholders, constitutes valid and binding agreements of U.S. Concrete and Newco, enforceable against U.S. Concrete and Newco in accordance with its terms. (b) The execution and delivery of this Agreement by U.S. Concrete and Newco do not, and the consummation by U.S. Concrete and Newco of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-Laws of U.S. Concrete or Newco, (ii) any Law applicable to either U.S. Concrete or Newco or any of its properties or assets or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which U.S. Concrete or Newco is now a party or by which either U.S. Concrete or Newco or any of its properties or assets may be bound or affected. (c) Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or other person or entity is necessary for the execution and delivery of this Agreement by U.S. Concrete and Newco or the consummation by U.S. Concrete and Newco of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. Services and Philipp each has all necessary power and authority to enter into this Agreement to perform fully their respective obligations hereunder and to carry out the transactions contemplated hereby. The execution, delivery and performance by Services of this Agreement and the transactions contemplated hereby have been duly authorized by Services by all necessary action. This Agreement has been duly executed and delivered by Services and Philipp, and constitutes a legal, valid and binding obligation of Services and Philipp, enforceable against each of them in accordance with its terms.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) The Company and the Shareholder have the full legal right, power and authority to enter into this Agreement and all other agreements required to be entered into and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been approved by the Shareholder of the Company. No additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation by the Company and the Buyer of the Transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and, the due authorization, execution and delivery by the Buyer, constitutes a valid and binding agreement of the Buyer and the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the articles of incorporation, the bylaws or any other Charter Documents of the Company, including any amendments thereto, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company or any of its properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company is now a party or by which the Company or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (ii) and (iii) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Material Adverse Effect on the business, operations, properties, assets, condition (financial or other), re...

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Purchaser has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and assuming the due authorization, execution and delivery hereof by Seller, the Company and each of the Controlling Stockholders, constitutes a valid and legally binding agreement of Purchaser enforceable against it in accordance with its terms, except as may be limited by (a) bankruptcy insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (b) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The execution of this Agreement by Purchaser does not, and the consummation of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser under any of the terms, conditions or provisions of (i) the charter or By-Laws of the Purchaser, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunctions,

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Seller has the full legal right, power and authority to enter into this Agreement. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery hereof by PalEx and Newco, constitutes a valid and binding agreement of Seller, enforceable against him in accordance with its terms. (b) The execution and delivery of this Agreement by Seller do not, and the consummation by Seller of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of, (i) the organizational documents of the Company, (ii) any Laws applicable to Seller or the Company or any of his or its properties or assets, or (iii) except as set forth in SCHEDULE 3.2, any agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which Seller or the Company is now a party or by which the Company or any of its properties or assets may be bound or affected. (c) Except as set forth in SCHEDULE 3.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party is necessary for the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby. Except as set forth in SCHEDULE 3.2, none of the Company's customer contracts providing for purchases individually in excess of $50,000, or in the aggregate in excess of $100,000, or other material agreements, licenses or permits to which the Company is a party requires notice to, or the consent or approval of, any third party for the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (1) Such Major Stockholder has the full legal right, power and authority to enter into this Agreement. (2) The execution and delivery of this Agreement by such Major Stockholder does not, and the consummation by such Major Stockholder of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, (a) any Laws applicable to such Major Stockholder, or (b) except as set forth in Schedule 4.27(a), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which such Major Stockholder is now a party. (3) This Agreement has been duly and validly executed and delivered by such Major Stockholder and, assuming the due authorization, execution and delivery hereof by Vital Images and Newco, constitutes a valid and binding agreement of such Major Stockholder, enforceable against such Major Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (4) Except as set forth in Schedule 4.27(a), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party is necessary for the execution and delivery of this Agreement by such Major Stockholder or the consummation by such Major Stockholder of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. The Buyer and TLSS each have the full legal right, power and authority to enter into this Agreement and all other agreements required to be entered into and to consummate the Transaction contemplated hereby (the “Transaction Documents”). The execution, delivery and performance of this Agreement has been approved by the board of directors of the Buyer and TLSS, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholders. No additional corporate proceedings on the part of the Buyer or TLSS are necessary to authorize the execution and delivery of this Agreement and the consummation by the Buyer and TLSS of the Transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by the Buyer and TLSS, and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of the Buyer, TLSS and the Company, enforceable against the Buyer and TLSS, as applicable, in accordance with its terms. Except as provided in Schedule 2.2, the execution and delivery of this Agreement by the Buyer and TLSS does not, and the consummation by the Buyer and TLSS of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Buyer or TLSS or any of their respective subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-Laws of the Buyer or TLSS, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Buyer or TLSS or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Buyer or TLSS is now a party or by which the Buyer or TLSS or any of their properties or assets may be bound or affected, excluding from the foregoing clauses (ii) and (iii) such violations, conflicts, breaches, defaults, termi...