Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization. (b) The Grantor has full right, authority, power and capacity: (i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement; (ii) to perform the transactions contemplated hereby and thereby; and (iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement. (c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date. (d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms. (e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor: (i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable; (ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and (iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interest. (f) In making the representations set forth in this Section 3.2, the Grantor may assume (i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and (ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 6 contracts
Sources: Option Agreement (Tower Realty Trust Inc), Option Agreement (Tower Realty Trust Inc), Option Agreement (Tower Realty Trust Inc)
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it Each Seller is a corporation, limited partnership, general partnership, limited liability company corporation or trust other organization duly incorporated or organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization. Each Seller has all requisite corporate or equivalent power and authority to conduct its business as presently conducted and to own, use, license and lease the Acquired Assets and the Sold Shares. Each Seller is duly qualified, licensed or admitted to do business as contemplated by this Agreement and the Ancillary Agreements to which it is or will become a party. Each Seller is not in violation of any of the state provisions of its organizationCharter Documents. No Seller has any Subsidiary which is not a party hereto.
(b) The Grantor Each Seller has full right, authority, all requisite power and capacity:
authority (iwhich in each case is not subject to revocation or withdrawal of approval by any partner or member of any such Seller, as the case may be) to execute execute, deliver, and deliver perform this AgreementAgreement and the Ancillary Agreements to which such Seller is a party, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement;
(ii) to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby; and
thereby (iii) to transferincluding the Share Sale, assign, convey and deliver all of the Interests subject to the Operating Partnership in accordance with this AgreementSpherix Option).
(c) All applicable corporateWithout requirement of any further approval after the date of this Agreement by any partner or member of any Seller, partnershipas the case may be, limited liability company, trust or other action necessary for Grantor this Agreement and the Ancillary Agreements to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, which any Seller is or will be taken prior a party have been or will be, as applicable, duly and validly executed and delivered by Sellers and constitute or will constitute, as applicable, the valid and legally binding obligation of Sellers, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the Closing Daterights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at Law).
(d) This AgreementNeither the execution and delivery by Sellers of this Agreement or by Sellers of any Ancillary Agreement to which any Seller is or will be a party, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf nor the consummation of the Grantor pursuant Transaction or the other transactions contemplated hereby and thereby (including the Share Sale, subject to this Agreement constitutesthe Spherix Option) will conflict with, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable result in accordance with its respective terms.
(e) Except for any breaches, violations material breach or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver violation of, or make any filing withdefault in connection with (with or without notice or lapse of time, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation ofboth), constitute a default under, accelerate any obligation under or give rise to a right of termination oftermination, cancellation or obligation or loss of any indenture, deed benefit under (i) any provision of trust, mortgage, loan the Charter Documents of Sellers or credit agreement or (ii) any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award Contract relating to the Acquired Assets to which the Grantor any Seller is a party or by to which the property any of the Grantor is bound their respective Assets (whether tangible or affectedintangible) are bound, or result in the creation of any Encumbrance on any of the property otherwise materially impair or assets of any Partnership in which any Interest of the Grantor represents an interestconflict with Sellers’ obligations and Buyer’s rights hereunder.
(fe) In making Sellers have the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents full right and waivers of rights set forth in Section 6.9 hereof have been given by power to assign all partners of the PartnershipAcquired Assets (other than the Assigned Patents, partners which are dealt with in partnershipsSections 3.2 and 3.3), members subject to the Permitted Liens (and Rockstar LP has the full right and power to transfer the Sold Shares, subject to the Spherix Option) to Buyer (and any Subsidiaries of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been releasedBuyer designated by Buyer).
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (RPX Corp), Asset Purchase Agreement (RPX Corp)
Organization; Authority; No Conflicts. (a) If the Grantor Contributor is not a natural person, it the Contributor is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor Such Contributor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor such Contributor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests such Contributor's Interest to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor such Contributor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor Contributor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor such Contributor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantorsuch Contributor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantorsuch Contributor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interest.
(f) In making the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 2 contracts
Sources: Contribution Agreement (Tower Realty Trust Inc), Contribution Agreement (Tower Realty Trust Inc)
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interest.
(f) In making the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.which
Appears in 2 contracts
Sources: Option Agreement (Tower Realty Trust Inc), Option Agreement (Tower Realty Trust Inc)
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it Buyer is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware. Buyer has all requisite limited liability company power and authority to conduct its business as presently conducted and to own, use, license and lease the Acquired Assets and the Sold Shares. Buyer is duly qualified, licensed or admitted to do business as contemplated by this Agreement and the Ancillary Agreements to which it is or will become a party. Buyer is not in violation of any of the provisions of its organizationCharter Documents. Buyer is a wholly owned subsidiary of Buyer Parent. No other Person has any outstanding option, warrant or other right to purchase equity securities of Buyer. Buyer Parent has not entered into or granted any written or oral agreement, option or warrant or any right or privilege (whether by law or contract) for the purchase or acquisition from the Buyer Parent of any of the securities it holds in the capital of Buyer.
(b) The Grantor Buyer has full rightall requisite power, authorityand authority to execute, power deliver, and capacity:
(i) perform this Agreement and the Ancillary Agreements to execute and deliver this Agreementwhich it is a party, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement;
(ii) to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby; and
thereby (iii) to transfer, assign, convey and deliver all of including the Interests to the Operating Partnership in accordance with this AgreementShare Sale).
(c) All applicable corporateThis Agreement and the Ancillary Agreements to which Buyer is a party have been or will be, partnershipas applicable, limited liability companyduly and validly executed and delivered by Buyer and constitute or will constitute, trust or other action necessary for Grantor to execute and deliver this Agreementas applicable, the Closing Documents valid and each other agreementlegally binding obligation of Buyer, document enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and instrument executed by subject to general principles of equity (regardless of whether enforcement is sought in equity or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Dateat Law).
(d) This AgreementNeither the execution and delivery by Buyer of this Agreement or by Buyer of any Ancillary Agreement to which Buyer is or will be a party, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf nor the consummation of the Grantor pursuant to this Agreement constitutesTransaction or the other transactions contemplated hereby and thereby (including the Share Sale), will conflict with, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable result in accordance with its respective terms.
(e) Except for any breaches, violations breach or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver violation of, or make any filing withdefault in connection with (with or without notice or lapse of time, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation ofboth), constitute a default under, accelerate any obligation under or give rise to a right of termination oftermination, cancellation or obligation or loss of any indenture, deed benefit under (i) any provision of trust, mortgage, loan the Charter Documents of Buyer or credit agreement (ii) any Contract to which Buyer or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor of its Subsidiaries is a party or by to which any of their respective Assets (whether tangible or intangible) are bound. 16
(e) Buyer has the property full right and power to acquire all of the Grantor is bound or affected, or result in Acquired Assets and the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interestSold Shares from Sellers.
(f) In making the representations The license agreement set forth in this Section 3.2, Schedule 4.1(f) is the Grantor may assume
(i) license agreement that the consents and waivers of rights set forth in Section 6.9 hereof have been given by will be used for licensing all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been releasedBuyer Subscriber Parties.
Appears in 2 contracts
Sources: Asset Purchase Agreement (RPX Corp), Asset Purchase Agreement (RPX Corp)
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interest.
(f) In making the representations set forth in this Section 3.2, the Grantor may assumeassume without independent investigation
(i) that the consents and waivers of rights set forth in Section 6.9 5.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it Buyer is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws Laws of the state State of Delaware. Buyer has all requisite limited liability company power and authority to conduct its business as presently conducted and to own, use, license and lease the Acquired Assets and the Sold Shares. Buyer is duly qualified, licensed or admitted to do business as contemplated by this Agreement and the Ancillary Agreements to which it is or will become a party. Buyer is not in violation of any of the provisions of its organizationCharter Documents. Buyer is a wholly owned subsidiary of Buyer Parent. No other Person has any outstanding option, warrant or other right to purchase equity securities of Buyer. Buyer Parent has not entered into or granted any written or oral agreement, option or warrant or any right or privilege (whether by law or contract) for the purchase or acquisition from the Buyer Parent of any of the securities it holds in the capital of Buyer.
(b) The Grantor Buyer has full rightall requisite power, authorityand authority to execute, power deliver, and capacity:
(i) perform this Agreement and the Ancillary Agreements to execute and deliver this Agreementwhich it is a party, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement;
(ii) to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and thereby; and
thereby (iii) to transfer, assign, convey and deliver all of including the Interests to the Operating Partnership in accordance with this AgreementShare Sale).
(c) All applicable corporateThis Agreement and the Ancillary Agreements to which Buyer is a party have been or will be, partnershipas applicable, limited liability companyduly and validly executed and delivered by Buyer and constitute or will constitute, trust or other action necessary for Grantor to execute and deliver this Agreementas applicable, the Closing Documents valid and each other agreementlegally binding obligation of Buyer, document enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and instrument executed by subject to general principles of equity (regardless of whether enforcement is sought in equity or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Dateat Law).
(d) This AgreementNeither the execution and delivery by Buyer of this Agreement or by Buyer of any Ancillary Agreement to which Buyer is or will be a party, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf nor the consummation of the Grantor pursuant to this Agreement constitutesTransaction or the other transactions contemplated hereby and thereby (including the Share Sale), will conflict with, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable result in accordance with its respective terms.
(e) Except for any breaches, violations breach or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver violation of, or make any filing withdefault in connection with (with or without notice or lapse of time, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation ofboth), constitute a default under, accelerate any obligation under or give rise to a right of termination oftermination, cancellation or obligation or loss of any indenture, deed benefit under (i) any provision of trust, mortgage, loan the Charter Documents of Buyer or credit agreement (ii) any Contract to which Buyer or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor of its Subsidiaries is a party or by to which any of their respective Assets (whether tangible or intangible) are bound.
(e) Buyer has the property full right and power to acquire all of the Grantor is bound or affected, or result in Acquired Assets and the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interestSold Shares from Sellers.
(f) In making the representations The license agreement set forth in this Section 3.2, Schedule 4.1(f) is the Grantor may assume
(i) license agreement that the consents and waivers of rights set forth in Section 6.9 hereof have been given by will be used for licensing all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been releasedBuyer Subscriber Parties.
Appears in 1 contract
Sources: Asset Purchase Agreement
Organization; Authority; No Conflicts. (a) If the Grantor Contributor is not a natural person, it the Contributor is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor Such Contributor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor such Contributor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor such Contributor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor Contributor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor such Contributor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantorsuch Contributor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantorsuch Contributor:
(i) does not and will not violate the Grantorsuch Contributor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor such Contributor or require the Grantor such Contributor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor such Contributor is a party or by which the property of the Grantor such Contributor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interestPartnership.
(f) In making the representations set forth in this Section 3.2, the Grantor each Contributor may assumeassume that
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Organization; Authority; No Conflicts. (a) The Subscriber has full power and authority (corporate or otherwise) to execute, deliver, and perform this Agreement and to purchase the Securities and has taken all action necessary to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. If the Grantor is not a natural person, it Subscriber is a corporation, limited partnership, general partnership, limited liability company company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ Plan, or trust other entity (i) it is authorized and qualified to become an investor in the Company and the Person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so and (ii) it is duly organized, validly existing and in good standing under the laws of the state jurisdiction of its organization.
(b) The Grantor If the Subscriber is purchasing the Securities in a fiduciary capacity for another Person, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has full right, authority, power been duly authorized and capacity:
(i) empowered to execute this Agreement and deliver this Agreementall other subscription documents, each Closing Document and each such other agreementPerson fulfills all the requirements for purchase of the Securities as such requirements are set forth herein, document concurs in the purchase of the Securities and instrument agrees to be executed bound by the obligations, representations, warranties and delivered by or on behalf covenants contained herein. Upon request of the Grantor pursuant to this Agreement;
(ii) to perform Company, the transactions contemplated hereby Subscriber will provide true, complete and thereby; and
(iii) to transfercorrect copies of all relevant documents creating the Subscriber, assign, convey and deliver all authorizing its investment in the Company and/or evidencing the satisfaction of the Interests to the Operating Partnership in accordance with this Agreementforegoing.
(c) All applicable corporateNo authorization, partnershipapproval, limited liability company, trust consent or other action necessary license of any Person is required to be obtained for Grantor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf purchase of the Grantor pursuant to Securities by the Subscriber, other than as have been obtained and are in full force and effect. The execution and delivery of this AgreementAgreement does not, and to perform the consummation of the transactions contemplated hereby and therebywill not, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach any violation of or a violation of, constitute a default under, accelerate under any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit material agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award instrument to which the Grantor Subscriber is a party or by which the property Subscriber or any of its properties are bound, or to the best of the Grantor is bound Subscriber’s knowledge, any permit, franchise, judgment, order, decree, statute, rule, regulation or affected, law to which the Subscriber or result in the creation of any Encumbrance on any of the property its businesses or assets of any Partnership in which any Interest of the Grantor represents an interestproperties is subject.
(f) In making the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Sources: Subscription Agreement (Chelsea Therapeutics International, Ltd.)
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interest.
(f) In making the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Organization; Authority; No Conflicts. (a) If the any Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor has Grantors have full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor Grantors pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor Grantors to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor Grantors pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor Grantors pursuant to this Agreement constitutesconstitute, or when executed and delivered will constitute, the legal, valid and binding obligation of the GrantorGrantors, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the GrantorGrantors:
(i) does not and will not violate the any Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor Grantors or require the Grantor Grantors to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the any Grantor is a party or by which the property of the any Grantor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the any Grantor represents an interest.
(f) In making the representations set forth in this Section 3.2, the Grantor Grantors may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document to which it is a party and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreement, the Closing Documents to which Grantor is a party and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document to which Grantor is a party and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents to which Grantor is a party and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:
(i) does not and will not violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or or, except in favor of the Operating Partnership pursuant to the terms hereof, result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interest.
(f) In making the representations set forth in this Section 3.2, and in reaffirming such representations and warranties, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Organization; Authority; No Conflicts. (ai) If the Grantor is not a natural person, it Purchaser is a corporation, limited partnership, general partnership, limited liability company or trust corporation duly organized, validly existing and in good standing under the laws of the state State of its organization.
(b) The Grantor Delaware. Purchaser has full right, authority, all requisite corporate power and capacity:
(i) authority to execute enter into this Agreement and deliver this Agreementthe other agreements, each Closing Document documents and each other agreement, document and instrument instruments contemplated hereby to be executed and delivered by or on behalf of the Grantor pursuant Purchaser at Closing and to this Agreement;
(ii) to perform consummate the transactions contemplated hereby and thereby; and
(iii) . All corporate acts and other corporate proceedings required to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior by Purchaser to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, authorize the execution, delivery and performance of this AgreementAgreement and the other agreements, the Closing Documents documents and each other agreement, document and instrument instruments contemplated hereby to be executed and delivered by or on behalf Purchaser at Closing and the consummation of the Grantor:
(i) does not transactions contemplated hereby and will not violate thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Purchaser, and each of the Grantor's charter and/or bylawsother agreements, partnership agreementdocuments and instruments contemplated hereby to be executed and delivered by Purchaser at Closing, operating agreement or declaration when so executed and delivered, shall have been duly executed and delivered by Purchaser, and this Agreement constitutes, and each of trustthe other agreements, documents and instruments contemplated hereby to be executed and delivered by Purchaser at Closing, when so executed and delivered shall constitute, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as applicable;such enforcement may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles.
(ii) Except for the consents required from Purchaser’s commercial lenders set forth on Schedule 6(a)(ii), which consents Purchaser expects to receive prior to Closing, the execution and delivery by Purchaser of this Agreement does not, and the consummation by Purchaser of the transactions contemplated hereby does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwiseA) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of any of the provisions of, (B) constitute a default under, (C) result in a violation of, (D) give any third party the right to terminate or to accelerate any obligation under, or (E) require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under any provision of the articles of incorporation or give rise to a right bylaws or other organizational or governing documents of termination ofPurchaser, or any indenture, deed of trust, mortgage, loan agreement or credit agreement material lease or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination material agreement or arbitration award instrument to which the Grantor Purchaser is a party or by which the property of the Grantor is bound Purchaser or affectedits assets are bound, or result in the creation of any Encumbrance on material judgment, order or decree applicable to Purchaser or its assets or any of the property statute, law, ordinance, rule or assets of any Partnership in which any Interest of the Grantor represents an interestregulation applicable to Purchaser or its assets.
(f) In making the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it Contributor is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor Contributor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor Contributor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Property Interests to the Company and the Operating Partnership in accordance with this Agreement.
(ci) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor such Contributor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor Contributor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(ii) Except for any that have been obtained, no approval, authorization or consent of the shareholders, limited partners, members (other than a managing member) or beneficiaries of Contributor is or was required for the execution, delivery and performance described in paragraph (c)(i) above.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor Contributor pursuant to this Agreement constitutesconstitute, or when executed and delivered will constitute, the legal, valid and binding obligation of the GrantorContributor, each enforceable in accordance with its respective terms, subject, however, as to enforceability to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, and other similar laws of general applicability and to general principles of equity (whether interpreted in a proceeding at law or in equity).
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:,
(i) does not and will not violate the GrantorContributor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trustoperating agreement, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor Contributor or require the Grantor Contributor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor Contributor is a party or by which the property of the Grantor Contributor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interestPartnership.
(f) In making the representations set forth in this Section 3.2, the Grantor Contributor may assume
(i) that the all consents and waivers of rights set forth in Section 6.9 hereof required to be received under the Partnership Agreement have been given by all other partners or members of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests andcase may be;
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released; and
(iii) that GECC has given all necessary consents and approvals.
Appears in 1 contract
Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it Contributor is a corporation, limited partnership, general partnership, limited liability company or trust corporation duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor Contributor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor Contributor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Property Interests to the Company and the Operating Partnership in accordance with this Agreement.
(ci) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor such Contributor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor Contributor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(ii) Except for any that have been obtained, no approval, authorization or consent of the shareholders, limited partners, members (other than a managing member) or beneficiaries of Contributor is or was required for the execution, delivery and performance described in paragraph (c)(i) above.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor Contributor pursuant to this Agreement constitutesconstitute, or when executed and delivered will constitute, the legal, valid and binding obligation of the GrantorContributor, each enforceable in accordance with its respective terms, subject, however, as to enforceability to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, and other similar laws of general applicability and to general principles of equity (whether interpreted in a proceeding at law or in equity).
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor:,
(i) does not and will not violate the GrantorContributor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trustoperating agreement, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor Contributor or require the Grantor Contributor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor Contributor is a party or by which the property of the Grantor Contributor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interestPartnership.
(f) In making the representations set forth in this Section 3.2, the Grantor Contributor may assume
(i) that the all consents and waivers of rights set forth in Section 6.9 hereof required to be received under the Partnership Agreement have been given by all other partners or members of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests andcase may be;
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released; and
(iii) that MMLIC has given all necessary consents and approvals.
(g) Notwithstanding anything to the contrary contained in this Agreement, Contributor
(i) makes no representation or warranty regarding the necessity of receiving the consent or approval of MMLIC to the transactions contemplated hereby,
(ii) hereby delegates to the Company and the Operating Partnership all necessary authority to act on their own behalf and on behalf of Contributor to obtain any such required consent or approval (including the right to pursue all available remedies), and provided, however, that in the case of (ii) and (iii), neither the Company nor the Operating Partnership may obligate Contributor to make any payment or perform or refrain from performing any action in connection therewith.
Appears in 1 contract
Organization; Authority; No Conflicts. (ai) If the Grantor is not a natural person, it Buyer is a corporation, limited partnership, general partnership, limited liability company or trust corporation duly organizedincorporated, validly existing and in good standing under the laws of the state State of its organization.
(b) The Grantor Delaware. Buyer has full right, authority, all requisite corporate power and capacity:
(i) authority to execute enter into this Agreement and deliver this Agreement, each Closing Document and each other agreement, document and instrument the Ancillary Agreements to be executed and delivered by or on behalf of the Grantor pursuant Buyer at Closing and to this Agreement;
(ii) to perform consummate the transactions contemplated hereby and thereby; and
(iii) . All corporate acts and other corporate proceedings required to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior by Buyer to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, authorize the execution, delivery and performance of this Agreement, Agreement and the Closing Documents and each other agreement, document and instrument Ancillary Agreements to be executed and delivered by or on behalf Buyer at Closing and the consummation of the Grantor:
(i) does not transactions contemplated hereby and will not violate thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer, and each of the Grantor's charter and/or bylawsAncillary Agreements to be executed and delivered by Buyer at Closing, partnership agreementwhen so executed and delivered, operating agreement or declaration shall have been duly executed and delivered by Buyer, and this Agreement constitutes, and each of trustthe Ancillary Agreements to be executed and delivered by Buyer at Closing, when so executed and delivered shall constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as applicable;such enforcement may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles.
(ii) The execution and delivery by Buyer of this Agreement does not, and the consummation by Buyer of the transactions contemplated hereby does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwiseA) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of any of the provisions of, (B) constitute a default under, (C) result in a violation of, (D) give any third party the right to terminate or to accelerate any obligation under, or (E) require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under any provision of the articles of incorporation or give rise to a right bylaws or other organizational or governing documents of termination ofBuyer, or any indenture, deed of trust, mortgage, loan agreement or credit agreement material lease or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination material agreement or arbitration award instrument to which the Grantor Buyer is a party or by which the property of the Grantor is bound Buyer or affectedits assets are bound, or result in any material judgment, order or decree applicable to Buyer or its assets or any statute, law, ordinance, rule or regulation applicable to Buyer or its assets, other than any such authorizations, consents, approvals, exemptions or other actions required under the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interestHSR Act.
(f) In making the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
Appears in 1 contract
Sources: Asset Purchase Agreement (Church & Dwight Co Inc /De/)
Organization; Authority; No Conflicts. (a) If the Grantor such Stockholder is not a natural personan entity, it such Stockholder is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and and, where the concept is recognized under applicable Law, in good standing under the laws in its jurisdiction of the state of its organization.
. Such Stockholder has all requisite power and authority (b) The Grantor and, if such Stockholder is an individual, has full right, authority, power legal capacity and capacity:
(iis competent) to execute and deliver this Agreement, each Closing Document the Consent and each the General Release (as defined in Section 5.4), to perform such Stockholder’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the right to grant the written consent and the irrevocable proxy with respect to such Stockholder’s Shares referred to in Article I) and thereby. If such Stockholder is an entity, the execution and delivery of this Agreement and the Consent and the General Release have been duly and validly authorized by the board of directors (or comparable managing body) of such Stockholder and no other agreementproceedings on the part of such Stockholder are necessary to authorize the execution and delivery of this Agreement, document the Consent or the General Release or to consummate the transactions contemplated hereby or thereby. This Agreement and instrument to be the Consent have been, and upon the execution and delivery by such Stockholder, the General Release will have been, duly executed and delivered by or on behalf of such Stockholder. This Agreement and the Grantor pursuant to this Agreement;
(ii) to perform Consent constitute, and upon the transactions contemplated hereby execution and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor to execute and deliver this Agreementdelivery by such Stockholder, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor pursuant to this Agreement constitutes, or when executed and delivered General Release will constitute, the legal, valid and binding obligation of the Grantorsuch Stockholder, each enforceable against such Stockholder in accordance with its their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
(eb) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the The execution, delivery and performance by such Stockholder of this Agreement, the Closing Documents Consent and each other agreement, document the General Release and instrument to be executed and delivered the consummation by or on behalf such Stockholder of the Grantor:
transactions contemplated hereby (including the grant of the written consent and irrevocable proxy with respect to such Stockholder’s Shares) and thereby do not and will not: (i) does not and will not if such Stockholder is an entity, conflict with or violate the Grantor's charter and/or bylaws, partnership agreement, operating agreement certificate of incorporation or declaration bylaws or equivalent organizational documents of trust, as applicable;
such Stockholder (if any); (ii) does not and will not conflict with or violate any foreignLaw of the United States or Israel or any other jurisdiction in which such Stockholder is organized, federal, state, local or other laws applicable to the Grantor or require the Grantor to obtain any approval, consent or waiver ofif such Stockholder is an entity, or make by which any filing with, any person property or authority (governmental assets of such Stockholder is bound or otherwise) that has not been obtained or made and which does not remain in effectaffected; and
(iii) does not and will not conflict with any order of any Governmental Authority; (iv) conflict with, result in a any breach or a violation of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, accelerate require any obligation under consent pursuant to, give to others any rights of termination, acceleration or cancellation of, give rise to a any right of termination ofany Person to receive any payment as a result of the consummation of the transactions contemplated hereby or result in any other change of any right or obligation or the loss of any benefit to which such Stockholder is entitled under, any indenture, deed provision of trust, mortgage, loan or credit any agreement or other instrument binding upon such Stockholder or any other agreementof such Stockholder’s assets or any license, contract, instrument, leasefranchise, permit, authorizationcertificate, order, writ, judgment, injunction, decree, determination approval or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affectedother similar authorization affecting, or relating in any way to, the assets or business of such Stockholder, except for any such conflicts, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Stockholder to perform his, her or its obligations under this Agreement; or (v) result in the creation or imposition of any Encumbrance on any of Shares set forth next to such Stockholder’s name on Schedule 1 or in the property Consent with respect to such Other Stockholder or any other assets of any Partnership in which any Interest of the Grantor represents an interestsuch Stockholder.
(f) In making the representations set forth in this Section 3.2, the Grantor may assume
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
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Organization; Authority; No Conflicts. (a) If the Grantor Contributor is not a natural person, it the Contributor is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
(b) The Grantor Such Contributor has full right, authority, power and capacity:
(i) to execute and deliver this Agreement, each Closing Document and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantor such Contributor pursuant to this Agreement;
(ii) to perform the transactions contemplated hereby and thereby; and
(iii) to transfer, assign, convey and deliver all of the Interests such Contributor's Interest to the Operating Partnership in accordance with this Agreement.
(c) All applicable corporate, partnership, limited liability company, trust or other action necessary for Grantor such Contributor to execute and deliver this Agreement, the Closing Documents and each other agreement, document and instrument executed by or on behalf of the Grantor Contributor pursuant to this Agreement, and to perform the transactions contemplated hereby and thereby, has been taken, or will be taken prior to the Closing Date.
(d) This Agreement, each Closing Document and each other agreement, document and instrument executed and delivered by or on behalf of the Grantor such Contributor pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Grantorsuch Contributor, each enforceable in accordance with its respective terms.
(e) Except for any breaches, violations or defaults which will be waived or cured, or discharged or repaid prior to or contemporaneously with the Closing, the execution, delivery and performance of this Agreement, the Closing Documents and each other agreement, document and instrument to be executed and delivered by or on behalf of the Grantorsuch Contributor:
(i) does not and will not violate the Grantorsuch Contributor's charter and/or bylaws, partnership agreement, operating agreement or declaration of trust, as applicable;
(ii) does not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor such Contributor or require the Grantor such Contributor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made and which does not remain in effect; and
(iii) does not and will not result in a breach or a violation of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture, deed of trust, mortgage, loan or credit agreement or any other agreement, contract, instrument, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor such Contributor is a party or by which the property of the Grantor such Contributor is bound or affected, or result in the creation of any Encumbrance on any of the property or assets of any Partnership in which any Interest of the Grantor represents an interestPartnership.
(f) In making the representations set forth in this Section 3.2, the Grantor each Contributor may assumeassume that
(i) that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests and
(ii) that, for purposes of making such representation as of the date hereof, any Permitted Pledge has been released.
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