Common use of Authority and No Conflict Clause in Contracts

Authority and No Conflict. Equity 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 Equity. The execution and delivery of this Agreement and the Other Agreements to which it is a party by Equity 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 Equity'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 Equity 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 Equity 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 Equity. 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 Equity. This Agreement and the Other Agreements to which it is a party are valid and binding agreements of Equity enforceable against Equity 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).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Equity Marketing Inc), Asset Purchase Agreement (Equity Marketing Inc)

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Authority and No Conflict. Equity (a) the Seller has the full corporate 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 AgreementsAgreement, and this Agreement and the Other Agreements to which it is a party have has been duly authorized, executed and delivered by Equitythe Seller. The execution and delivery of this Agreement and by the Other Agreements to which it is a party by Equity 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 and thereby will not, not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of Equitythe 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 Regulatory Authority other governmental agency or instrumentality to which Equity the Seller is a partyparty or to which the Business is subject; or (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 material agreement, contract, indenture or other instrument to which Equity the Seller is a partyparty 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 material Lien upon the assets Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of Equity(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 Other Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby by this Agreement have been taken or obtained by Equitythe Seller. This Agreement and the Other Agreements to which it is a party are valid and binding agreements agreement of Equity the Seller enforceable against Equity 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)its terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Regeneration Technologies Inc), Asset Purchase Agreement (Regeneration Technologies Inc)

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Authority and No Conflict. Equity Each of the Purchaser 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 partyAgreement, and all documents and agreements necessary to give effect to the provisions of this Agreement and the Other AgreementsAgreement, and this Agreement and the Other Agreements to which it is a party have has been duly authorized, executed and delivered by Equityeach of the Purchaser and Xxxxxxxxx Subsidiary. The execution and delivery of this Agreement by each of the Purchaser and the Other Agreements to which it is a party by Equity Xxxxxxxxx Subsidiary does not, and consummation of the transactions contemplated hereby and thereby will not, not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of Equitythe Purchaser's and Xxxxxxxxx Subsidiary's respective 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 other governmental agency or instrumentality to which Equity the Purchaser 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 Equity the Purchaser 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 Equitythe Purchaser 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 by this Agreement have been taken or obtained by Equitythe Purchaser and Xxxxxxxxx Subsidiary. This Agreement and the Other Agreements to which it is a party are valid and binding agreements agreement of Equity each of the Purchaser and Xxxxxxxxx Subsidiary enforceable against Equity in accordance with their its terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditor's creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law).

Appears in 1 contract

Samples: Asset Purchase Agreement (Kellstrom Industries Inc)

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