Authority and No Conflict. (a) the Seller has full corporate right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, and this Agreement has been duly authorized, executed and delivered by the Seller. The execution and delivery of this Agreement by the Seller does not, and subject to the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby will not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the Seller's governing instruments; (b) conflict with, or result in any violation of or default or loss of any material benefit under, any permit, concession, grant, franchise, law, rule or regulation, or any judgment, decree or order of any court or other governmental agency or instrumentality to which the Seller is a party or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, conflict with, or result in a breach or violation of or default or loss of any material benefit under, or accelerate the performance required by, the terms of any agreement, contract, indenture or other instrument to which the Seller is a party or to which the Business is subject, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any Lien upon the Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of (i) any material License (as defined in Section 3.15) relating to the operation of the Business or (ii) any other material License. All action and other authorizations on the part of the Seller (except for third party consents) prerequisite to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or obtained by the Seller. This is a valid and binding agreement of the Seller enforceable in accordance with its terms.
Authority and No Conflict. 3.5.1 The Sellers have full power and authority to enter into this Agreement and to consummate the transactions contemplated herein.
Authority and No Conflict. Each of Xxxxxxxxx and Xxxxxxxxx Subsidiary has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and the Other Agreements to which it is party, and all documents and agreements necessary to give effect to the provisions of this Agreement and the Other Agreements, and this Agreement and the Other Agreements to which it is a party have been duly authorized, executed and delivered by each of Xxxxxxxxx and Xxxxxxxxx Subsidiary. The execution and delivery of this Agreement and the Other Agreements to which it is a party by each of Xxxxxxxxx and Xxxxxxxxx Subsidiary does not, and consummation of the transactions contemplated hereby and thereby will not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of Xxxxxxxxx'x or Xxxxxxxxx Subsidiary's governing instruments; (b) conflict with, or result in any violation of or default or loss of any material benefit under, any permit, concession, grant, franchise, law, rule or regulation, or any judgment, decree or order of any court or Regulatory Authority to which Xxxxxxxxx or Xxxxxxxxx Subsidiary is a party; or (c) conflict with, or result in a breach or violation of or default or loss of any material benefit under, or accelerate the performance required by, the terms of any material agreement, contract, indenture or other instrument to which Xxxxxxxxx or Xxxxxxxxx Subsidiary is a party, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any material Lien upon the assets of Xxxxxxxxx or Xxxxxxxxx Subsidiary. All action and other authorizations prerequisite to the execution of this Agreement and the Other Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been taken or obtained by Xxxxxxxxx and Xxxxxxxxx Subsidiary. This Agreement and the Other Agreements to which it is a party are valid and binding agreements of Xxxxxxxxx and Xxxxxxxxx Subsidiary enforceable against Xxxxxxxxx and Xxxxxxxxx Subsidiary in accordance with their terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditor's rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law).
Authority and No Conflict. (a) The execution, delivery and performance of this Agreement and the Transaction Documents by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement and the Transaction Documents have been, or when executed will be, duly executed and delivered by Parent and Merger Sub. This Agreement and the Transaction Documents constitute, or when executed and delivered by all parties hereto and thereto will constitute, the legal, valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy laws, and other laws affecting creditors’ rights generally or by principles of equity. Parent and Merger Sub each have all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby.
Authority and No Conflict. 16 4.3 Defaults, Consents, Etc.................................................16 4.4
Authority and No Conflict. Each of the Parent and the Purchaser has the corporate full power and authority to execute, deliver and carry out its obligations under this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Parent and the Purchaser, and the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in any conflict, breach or violation of, or default under, any statute, judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which the Parent or the Purchaser is a party or by which either of them or their properties is bound. All action and other authorizations prerequisite to the execution of this Agreement and the consummation of the trans actions contemplated by this Agreement have been taken or prior to the Closing Date will have been obtained by the Parent and the Purchaser. This is a valid and binding agreement of the Parent and the Purchaser enforceable against each of them, respectively, in accordance with its terms.
Authority and No Conflict. Each member of the Seller Group has ------------------------- full right, power and authority, without the consent of or filing with any other person (including any governmental authority), to execute and deliver this Agreement and the agreements contemplated hereby and to carry out the transactions contemplated hereby and thereby. All corporate and other acts required to be taken by any member of the Seller Group to authorize the execution, delivery and performance of this Agreement and all agreements and transactions contemplated hereby have been properly taken. Such execution, delivery and performance will not create any encumbrance nor terminate nor accelerate any obligation of the Business and will not violate or conflict with any provision of (i) the Articles of Association and Memorandum of Association of the Company, (ii) any contract, permit, license or other instrument to which any member of the Seller Group is a party or is bound, (iii) any injunction, decree or judgment of any court or governmental agency, or (iv) any Law applicable to any member of the Seller Group or the Business.
Authority and No Conflict. (a) This Agreement constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each document and instrument to be executed and delivered at Closing by Buyer pursuant to Section 1.4(b) or any other provision of this Agreement (collectively, the "Buyer Closing Documents"), each of the Buyer Closing Documents will constitute the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Buyer Closing Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Buyer, and no other corporate action on the part of Buyer is required to authorize the execution and delivery of this Agreement by Buyer, or the consummation of the transactions contemplated hereby.
Authority and No Conflict. The Offeror has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other proceedings on its part are necessary to authorize this Agreement and the consummation by the Offeror of the transactions contemplated by this Agreement, other than the approval of the Bid Circular by its board of directors. This Agreement has been duly executed and delivered by the Offeror and constitutes a legal, valid and binding obligation of the Offeror, enforceable by the Fund against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. The execution and delivery by the Offeror of this Agreement and the performance by it of its obligations hereunder do not violate, conflict with or result in a breach of any provision of:
Authority and No Conflict. The Fund has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Fund and the consummation by the Fund of the transactions contemplated by this Agreement have been duly authorized by the Board and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder, other than the approval of the Trustees’ Circular by the Board. This Agreement has been duly executed and delivered by the Fund and constitutes a legal, valid and binding obligation of the Fund, enforceable by the Offeror against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. The execution and delivery by the Fund of this Agreement and the performance by it of its obligations hereunder do not:
