Enforceability; Authority; No Conflict Clause Samples
The "Enforceability; Authority; No Conflict" clause confirms that each party entering into the agreement has the legal power and authority to do so, and that the agreement does not conflict with any other obligations or laws binding on them. In practice, this means each party asserts that signing the contract will not violate any other agreements, corporate bylaws, or legal restrictions, and that the contract is valid and binding. This clause is essential for ensuring that the agreement is legally effective and that neither party is inadvertently breaching other commitments, thereby reducing the risk of future disputes over the validity or enforceability of the contract.
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Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.
(b) Except as set forth in Part 3.2(b), neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;
(ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject;
(iii) contravene, conflict with or r...
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Newco, enforceable against it in accordance with its terms subject only to (i) applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditor’s rights generally, and (ii) limitation on the enforcement of equitable remedies. Upon the execution and delivery by Newco of any Related Agreement, each Related Agreement will constitute the legal, valid and binding obligation of Newco, enforceable against it in accordance with its terms subject only to (i) applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditor’s rights generally, and (ii) limitation on the enforcement of equitable remedies. Newco has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and such Related Agreements to which it is a party and to perform its obligations under this Agreement and such Related Agreements, and such action has been duly authorized by all necessary action by LCMC’s Board of Trustees on behalf of LCMC as the sole member of Newco. A copy of the authorizing consent resolution or certified meeting minutes is attached as Exhibit K.
(b) Neither the execution and delivery of this Agreement or the Related Agreements by Newco, nor the consummation or performance of the actions contemplated by this Agreement or any of the Related Agreements by Newco will, directly or indirectly (with or without notice or lapse of time) (i) breach any provision of any of the Governing Documents of Newco; (ii) breach any resolution adopted by Newco’s Board of Managers then in effect; or (iii) breach or, to Newco’s Knowledge, give any Governmental Body or other person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement to which Newco may be subject; provided that all Permits are obtained by LCMC prior to or at Closing as set forth on Schedule 6.2(b)(ii).
Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors.
(b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time):
(i) breach any provision of any of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller;
(ii) breach or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement or any order to which Seller or any of the Assets may be subject;
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;
(iv) cause Buyer to become subject to, or to become liable for the payment of, any tax;
(v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract;
(vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or
(vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.
(c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.
(b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by the Purchaser of the Related Agreements to which it is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which it is a party, and to perform its obligations and consummate the transactions contemplated hereby, and such action has been duly authorized by all necessary corporate action.
(b) Except as set forth on Schedule 4.2(b), the execution, delivery and performance by the Purchaser of this Agreement or any of the Related Agreements to which it is a party, and the consummation of the transactions contemplated hereby, does not and will not: (i) violate any provision of the Governing Documents of the Purchaser or its Subsidiaries, or any resolution adopted by the board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any provisions of any Legal Requirements or any Order to which the Purchaser or its Subsidiaries may be subject; or (iii) violate, conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any Contract to which the Purchaser or any of its Subsidiaries is a party or by which any of them is bound or to which any of their respective properties or assets is subject, except, with respect to clauses (ii) and (iii) above, as would not constitute a Purchaser Material Adverse Effect.
(c) Except as set fort...
Enforceability; Authority; No Conflict. (a) Upon the execution and delivery by Seller and Parent of the applicable Transaction Documents, each Transaction Document (assuming the due execution and delivery of the Transaction Documents by Buyer) will constitute a legal, valid and binding obligation of Seller and/or Parent (as applicable), enforceable against them in accordance with the terms of such Transaction Document subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Seller and Parent have the power and authority to execute and deliver the Transaction Documents to which they are a party and to perform their obligations under such Transaction Documents, and such action has been duly and validly authorized by Seller and/or Parent, as applicable.
(b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of the Transaction Documents nor the consummation or performance the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) violate any provision of the organizational documents of Seller and/or Parent, (ii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of any material Permit that is needed in connection with the operation of the Assets, (iii) breach any provision of any Material Contract or (iv) result in the imposition or creation of any Lien upon or with respect to any of the Assets.
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of P▇▇▇▇ and the Stockholder, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general principles of equity. P▇▇▇▇ and the Stockholder each have the right, power and authority to execute and deliver this Agreement and to perform its or his obligations under this Agreement, and such action by P▇▇▇▇ has been duly authorized by all necessary action by P▇▇▇▇’▇ stockholders and board of directors.
(b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions on the part of P▇▇▇▇ and the Stockholder contemplated hereby (the “Contemplated Transactions”) by P▇▇▇▇ and the Stockholder, as applicable, will, directly or indirectly:
(i) breach any provision of the articles of incorporation, by-laws or other governing document (the “Governing Documents”) of P▇▇▇▇ or any resolution adopted by the stockholders or directors of P▇▇▇▇;
(ii) breach or conflict with any federal, state or local law (including case law), statute, ordinance, code or regulation (collectively, “Legal Requirements”) applicable to P▇▇▇▇ or the Stockholder or give any governmental body or agency the right to challenge or seek to prevent any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or under any order, injunction, judgment, decree, ruling, assessment or arbitration award (collectively, “Orders”) to which P▇▇▇▇ or the Stockholder, or any of P▇▇▇▇’▇ assets, is subject; or
(iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of any governmental authorization, permit or license that is held by P▇▇▇▇ or the Stockholder.
(c) Except as set forth in Schedule 4.2 attached hereto, neither P▇▇▇▇ nor the Stockholder is required to give any notice to or obtain any consent from any person or entity in connection with its or his execution and delivery of this Agreement or the consummation or performance by it or him of any of the Contemplated Transactions.
Enforceability; Authority; No Conflict. This Agreement and any and all agreements, documents or instruments to which the State, through DOA and DHH, is a party and which are executed and delivered by the State pursuant to this Agreement constitute the legal, valid and binding obligations of the State, through DOA and DHH, enforceable against the State in accordance with its terms. • DOA and DHH have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and such other agreement, documents or instruments to which it is a party on behalf of the State and to perform obligations on behalf of the State under this Agreement and such other agreements, documents • Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions hereby will, directly or indirectly, with or without notice or lapse of time: • Breach any provision of any of the governing statutes or authorities of DHH or DOA; • To DHH’s or DOA’s Knowledge, give any Governmental Body or other person the right to validly challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement to which the State, DHH or DOA may be subject; • Contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the State, DHH or DOA; or • Cause BRFHH or BRF to become subject to, or to become liable for the payment of, any Liability of the State, DHH or DOA. • The State, through DHH and DOA, warrants that it will not take any action, fail to take any action, enter into any agreement or consummate any transaction that would prevent the State, DHH or DOA from performing the Contemplated Transactions or performing its obligations under this Agreement or any agreement delivered in connection with this Agreement or otherwise have a Material Adverse Effect on the Hospitals without the prior written consent of an authorized representative of BRFHH.
Enforceability; Authority; No Conflict. The execution and delivery of this Agreement (and the other documents and agreements referenced herein) and the consummation of the Contemplated Transactions have been duly authorized by the Seller, and all actions by the Seller necessary for the authorization and consummation of the Contemplated Transactions have been taken. This Agreement, and the other documents and agreements referenced herein, when executed and delivered by the Seller will constitute its legal, valid and binding obligations enforceable against the Seller in accordance with the terms of this Agreement and such other agreements and documents described herein. The execution and delivery by Seller of this Agreement and the other documents and agreements referenced herein, and the performance by it of, and compliance with, its obligations hereunder and thereunder will not (a) conflict with or violate or result in a default under its operating agreement, certificate of formation, or any of its other charter documents, (b) violate any order or Laws applicable to it, the Assets or the Music Now Service, (c) result in the imposition of any Lien against any of the Assets, or (d) require any filing with, or any permit, approval or consent from, any Person, except that the consent of the independent music labels will be required to assign any Music License Agreements to Buyer under Section 7.9.
Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each of the RTI Entities, enforceable against them in accordance with its terms. Each of the RTI Entities has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and such action has been duly authorized by all necessary corporate action of each of the RTI Entities.
(b) Except as set forth in Schedule 4.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), breach any provision of the Articles of Incorporation or the Bylaws of any of the RTI Entities.
(c) Except for consents that have been obtained and notices already provided and to be provided to ATS Medical, Inc., none of the RTI Entities is required to give any notice to or obtain any consent from any third party in connection with the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herein.