Corporate Authorization, Certain Corporate Actions, No Conflicts Sample Clauses

Corporate Authorization, Certain Corporate Actions, No Conflicts. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Purchaser of this Agreement and the transaction described herein. This Agreement is the legal, valid and binding obligation of Purchaser, and is enforceable as to Purchaser in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Neither the execution, delivery, nor performance of this Agreement by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Purchaser's certificate of incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which Purchaser is a party or by which Purchaser may be bound or affected.
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Corporate Authorization, Certain Corporate Actions, No Conflicts. Seller has all requisite power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Seller of this Agreement and the transactions described herein. This Agreement has been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation of Seller, and is enforceable as to Seller in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Neither the execution, delivery nor performance of this Agreement by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Seller's certificate of incorporation, bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which the Seller is a party or by which the Seller may be bound or affected.
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Corporate Authorization, Certain Corporate Actions, No Conflicts. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize this execution, delivery and performance by Purchaser of this Agreement. This Agreement has been duly authorized, executed, and delivered by Purchaser, is the legal, valid and binding obligation of Purchaser, and is enforceable as to Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, fraudulent conveyance, insolvency or similar laws affecting creditors' rights or by equitable principles relating to the availability of remedies. Assuming compliance by both Purchaser and Seller with the HSR Act, neither the execution, delivery, nor performance of this Agreement by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Purchaser's articles of incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which Purchaser is a party or by which Purchaser may be bound or affected, to the extent such conflict, default, right of acceleration, loss of rights, lien, charge or encumbrance would have a material adverse effect on Purchaser.
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Corporate Authorization, Certain Corporate Actions, No Conflicts. Seller ---------------------------------------------------------------- has all requisite corporate power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Seller of this Agreement and the transactions described herein. This Agreement is the legal, valid and binding obligation of Seller, and is enforceable as to the Seller in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Except as set forth in Schedule -------- 5.2, neither the execution, delivery nor performance of this Agreement by --- Seller, nor consummation of the transactions contemplated hereby, will, with or without the giving of notice or the passage of time, or both, either (i) conflict with or result in a default, right to accelerate or loss of rights relating to the Purchased Assets or result in the creation of any lien, charge or encumbrance relating to the Purchased Assets or to such right to sell Products pursuant to, any provision of Seller's charter, bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, law, rule or regulation or any order, judgment, or decree to which Seller is a party or by which Seller or any of the Purchased Assets or to such right to sell Products may be bound or affected or (ii) except as set forth in Schedule 5.2 , require any waiver, consent, approval, ------------ authorization or action of or filing with any third party.
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Corporate Authorization, Certain Corporate Actions, No Conflicts. Each Seller has all requisite corporate power and authority to execute and deliver this Agreement (including without limitation the ▇▇▇▇ of Sale and Assignment, the bargain and sale deeds and any other agreements being delivered by Seller hereunder (collectively, the "Seller Related Instruments")) and to consummate the transactions contemplated hereby and thereby and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by each Seller of this Agreement and the Seller Related Instruments and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed, and delivered by each Seller, is the legal, valid and binding obligation of each Seller, and is enforceable as to each Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, fraudulent conveyance, insolvency or similar laws affecting creditors' rights or by equitable principles relating to the availability of remedies. Each Seller Related Instrument will be duly authorized, executed and delivered by each Seller party thereto, and will be, upon execution and delivery, the legal, valid and binding obligation of such Seller, enforceable as to such Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, fraudulent conveyance, insolvency or similar laws affecting creditors' rights or by equitable principles relating to the availability of remedies. Assuming compliance by both Purchaser and Seller and their affiliates with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), neither the execution, delivery, nor performance of this Agreement or any Seller Related Instrument by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance on any of the Purchased Assets pursuant to, any provision of each Seller's certificate of incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation, or any order, judgment, or decree to which either Seller is a party or by which either Seller may be bound or affected, to the extent such conflict, default, right to accelerate, loss of rights, lien, charge or encumbrance would have a Material Adverse Effect, except for contracts that expres...
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Related to Corporate Authorization, Certain Corporate Actions, No Conflicts

  • Corporate Authorization The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement of Buyer.

  • Corporate Authorization; No Contravention The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is party, and any Borrowing as of the date of such Borrowing have been duly authorized by all necessary corporate action, and do not and will not: (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Borrower is a party or any order, injunction, writ or decree of any Governmental Authority to which the Borrower or its property is subject; or (c) violate any Requirement of Law.

  • Corporate Authority; No Conflicts The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.

  • Corporate Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights 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 may be brought.

  • Corporate Authorization; Enforceability The execution, delivery and performance by Seller of this Agreement is within the corporate powers and has been, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.