Due Authorization, Execution and Delivery; Effect of Agreement Sample Clauses

Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery, and performance by EHI and Sub of this Agreement and the consummation by EHI and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of EHI and Sub. This Agreement has been duly and validly executed and delivered by EHI and Sub and constitutes the legal, valid, and binding obligation of EHI and Sub, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of Sub has adopted a resolution directing that this Agreement and the Merger be submitted to EHI, as the sole shareholder of Sub, for its approval and unconditionally recommending that this Agreement and the Merger be approved by EHI, and EHI has approved this Agreement and the Merger as the sole shareholder of Sub as required by the OGCA. (b) The consummation by EHI and Sub of the transactions contemplated hereby will not violate any provision of, or constitute a default under, any contract or other agreement to which EHI or Sub is a party or by which either of them is bound, or conflict with its charter or by-laws, other than violations, defaults or conflicts that would not have a Material Adverse Effect on EHI or Sub or materially and adversely affect the ability of EHI or Sub to consummate the transactions contemplated by this Agreement. (c) Each of Stuart and ▇▇▇▇▇▇▇▇ has the requisite legal capacity and full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Each of Stuart and ▇▇▇▇▇▇▇▇ has duly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of each of Stuart and ▇▇▇▇▇▇▇▇, enforceable against them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors rights generally, and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations or exemptions referred to in Article 5.03 hereof, (i) violate any provision of law, rule or regulation to which Buyer is subject, (ii) violate any order, judgment or decree applicable to Buyer, or (iii) conflict with, or result in a breach or default under, the Articles of Incorporation, By-Laws or other similar charter documents of Buyer, or any agreement or other instrument to which Buyer is a party or by which it may be bound; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by the Purchaser of this Agreement and the other documents referenced herein and the consummation by the Purchaser of the transactions contemplated hereby has been duly authorized by all necessary action on the part of each Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Sellers of this Agreement and the other documents referenced herein and the consummation by Sellers of the transactions contemplated hereby has been duly authorized by all necessary action on the part of Sellers. This Agreement has been duly and validly executed and delivered by Sellers and constitutes the legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. The execution, delivery and performance of this Agreement and the consummation by Sellers of the transactions contemplated hereby do not violate or conflict with any applicable law or any agreement, order, judgment or decree to which Sellers are a party or by which Sellers or any of his assets are bound.

Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Berry of this Agreement and ▇▇▇ ▇onsummation by Berry of the transactions co▇▇▇▇▇lated hereby have been duly authorized by all necessary corporate action on the part of Berry. This Agreement has b▇▇▇ ▇uly and validly executed and delivered by Berry and constitutes the le▇▇▇, valid and binding obligation of Berry, enforceable against ▇▇ ▇▇ accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Berry of this Agreement and ▇▇▇ ▇onsummation by Berry of the transactions co▇▇▇▇▇lated hereby (i) do not require the consent, approval, clearance, waiver, order or

Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery and performance by EVI and Sub of this Agreement and the consummation by EVI and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of EVI and Sub. This Agreement has been duly and validly executed and delivered by EVI and Sub and constitutes the legal, valid and binding obligation of EVI and Sub, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The consummation by EVI and Sub of the transactions contemplated hereby will not violate any provision of, or constitute a default under, any contract or other agreement to which EVI or Sub is a party or by which either of them is bound, or conflict with its charter or by-laws, other than violations, defaults or conflicts that would not Materially and adversely affect the ability of EVI or Sub to consummate the transactions contemplated by this Agreement.

Due Authorization, Execution and Delivery; Effect of Agreement. The execution and delivery by Beta of this Agreement and the consummation by Beta of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Beta. This Agreement has been duly and validly executed and delivered by Beta and constitutes the legal, valid and binding obligation of Beta, enforceable against it in accordance with its terms, except as such enforceability may be limited by or subject to (a) any bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditor's rights generally and (b) general principles or equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Due Authorization, Execution and Delivery; Effect of Agreement. ATL has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by ATL of this Agreement and the consummation by ATL of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ATL. This Agreement has been duly and validly executed and delivered by ATL and constitutes the legal, valid and binding obligation of ATL, enforceable against ATL in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally. The execution, delivery and performance by ATL of this Agreement and the consummation by ATL of the transactions contemplated by the Transfer does not, and will not, with or without the giving of notice or the lapse of time, or both: (i) violate any provision of law, rule or regulation to which ATL is subject; (ii) violate any order, judgment or decree applicable to ATL; (iii) conflict with, or result in a breach or default under, the Certificate of Incorporation or Bylaws of ATL; or (iv) conflict with, or result in a breach or default under, any contract to which it is a party; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby or have a material adverse effect on the Business.

Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery, and performance by EHI and Sub of this Agreement and the consummation by EHI and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of EHI and Sub. This Agreement has been duly and validly executed and delivered by EHI and Sub and constitutes the legal, valid, and binding obligation of EHI and Sub, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The consummation by EHI and Sub of the transactions contemplated hereby will not violate any provision of, or constitute a default under, any contract or other agreement to which EHI or Sub is a party or by which either of them is bound, or conflict with its charter or by-laws, other than violations, defaults or conflicts that would not materially and adversely affect the ability of EHI or Sub to consummate the transactions contemplated by this Agreement.