Authority for Agreement; No Violation Sample Clauses

Authority for Agreement; No Violation. (a) New PCI has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the board of directors of New PCI has approved this Agreement and the Transaction. (b) This Agreement has been duly executed and delivered by New PCI and constitutes the valid and binding obligation of New PCI and is enforceable in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. (c) Except as set forth on Schedule 5A.3, the execution and delivery of this Agreement and the consummation of the Transaction will not conflict with or result in any violations of or default under (i) any provision of the charter or by-laws of New PCI, (ii) any statute, regulations, order or decree of any federal, state, governmental body or regulatory authority or any license or permit applicable to New PCI, or (iii) any mortgage, indenture, note, lease, agreement, instrument or other obligation to which New PCI is a party. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or governmental authority, except for FCC approvals and other approvals listed on Schedule 5A.3, is required in connection with the execution and delivery of this Agreement or the consummation of the Transaction and the Merger. 6. FCC Approval. (a) New PCI, Pittencrieff, the Selling Stockholders, the System Sellers, the Partnerships and the Corporations will use their best efforts to join in and submit as promptly as possible after the date hereof one or more applications (the "Applications") to the FCC requesting the FCC's written consent to the change in control or the transfer, as the case may be, of the FCC licenses to New PCI and, if required, to the change of control relating to the Merger. (b) Except as otherwise provided herein, each Party shall bear its own expenses in connection with the preparation and prosecution of the Applications. The Selling Stockholders, System Sellers, Partnerships and Corporations shall bear the cost of publishing any required local public notices in connection with the Applications. Pittencrieff, on the one hand, and the Selling Stockholders and the System Sellers, on the other, shall equally share in any application, consent or other fees charge...
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Authority for Agreement; No Violation. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, its officers, directors and stockholders. This Agreement and the Debentures have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and the Debentures and compliance with their provisions by the Company will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, its certificate of incorporation or by-laws (each as amended to date and presently in effect), or any material bond, indenture, note or other evidence of indebtedness, any material lease, agreement or other instrument to which the Company is a party or by which it or any of its Subsidiaries is a party or by which their respective properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to the Company or its Subsidiaries.
Sample 1
Authority for Agreement; No Violation. (a) Each System Seller has necessary power and authority to execute and deliver this Agreement and to perform each of its obligations hereunder. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of AMI and the partners of Trunked Mobile Radio Systems. (b) This Agreement has been duly executed and delivered by each System Seller and constitutes the valid and binding obligation of such System Seller, and is enforceable in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors, rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law or by public policies applicable to securities laws. (c) Except as set forth on Schedule 4.2, the execution and delivery of this Agreement and the consummation of the Transaction will not conflict with or result in any violation of or default under (i) any provision of the charter or by-laws of any System Seller, (ii) any statute, regulation, order or decree of any federal, state, governmental body or regulatory authority or any license or permit applicable to any System Seller, or (iii) any mortgage, indenture, lease, agreement, instrument or other obligation to which any System Seller is a party. Such execution, delivery and consummation will not accelerate the maturity of or otherwise modify the terms of any indebtedness related to the operation of the Purchased Systems or result in the creation of any lien on the Purchased Systems. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or governmental authority, except for FCC approvals and other approvals listed on Schedule 4.2, is required in connection with the execution and delivery of this Agreement by each System Seller or the consummation of the Transaction. 4.3.
Sample 1
Authority for Agreement; No Violation. (a) The Note Seller has the necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder. (b) This Agreement has been duly executed and delivered by the Note Seller and constitutes the valid and binding obligation of the Note Seller, and is enforceable in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors, rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law or by public policies applicable to securities laws. (c) The execution and delivery of this Agreement and the consummation of the Transaction will not conflict with or result in any violation of or default under (i) any statute, regulation, order or decree of any federal, state, governmental body or regulatory authority or any license or permit applicable to the Note Seller, or (ii) any mortgage, indenture, lease, agreement, instrument or other obligation to which the Note Seller is a party. Such execution, delivery and consummation will not accelerate the maturity of or otherwise modify the terms of any indebtedness of the Note Seller or result in the creation of any lien on the Bayou Note. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or governmental authority is required in connection with the execution and delivery of this Agreement by the Note Seller or the consummation of the Transaction by him. 4A.2.
Sample 1
Authority for Agreement; No Violation. (a) Pittencrieff has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the board of directors of Pittencrieff has approved this Agreement and the Transaction. (b) This Agreement has been duly executed and delivered by Pittencrieff and constitutes the valid and binding obligation of Pittencrieff and is enforceable in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law or by public policies applicable to securities laws. (c) Except as set forth on Schedule 5.4, the execution and delivery of this Agreement and the consummation of the Transaction will not conflict with or result in any violation of or default under (i) any provision of the charter or by-laws of Pittencrieff, (ii) any statute, regulation, order or decree of any federal, state, governmental body or regulatory authority or any license or permit applicable to Pittencrieff, or (iii) any mortgage, indenture, note, lease, agreement, instrument or other obligation to which Pittencrieff is a party. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or governmental authority, except for FCC approvals and other approvals listed on Schedule 5.4, is required in connection with the execution and delivery of this Agreement or the consummation of the Transaction and the Merger. 5.5.
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Related to Authority for Agreement; No Violation

  • Authority for Agreement The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

  • Authority; No Violation (a) TMM, TMMH and MM each has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on their respective parts, and no other corporate action on the part of TMM, TMMH or MM is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions contemplated hereby or thereby, other than approvals from the shareholders of TMM and MM. TMM has received the opinion of XX Xxxxxx Securities, Inc. that the consideration to be received in the Acquisition is fair from a financial point of view to TMM. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by TMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other Parties hereto and thereto) constitute valid and binding obligations of TMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH and MM at the Closing), enforceable against TMM, TMMH and MM in accordance with their terms, except as (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity) and (ii) rights to indemnification may be limited by the Securities Laws and the policies underlying such laws.

  • Authorization; No Violation Guarantor is authorized to execute, deliver and perform under this Guaranty, which is a valid, binding, and enforceable obligation of Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor's rights generally. The execution, delivery and performance of this Guaranty are not in violation of any applicable law, regulation or ordinance, or any order or ruling of any court or governmental agency applicable to the Guarantor. The Guaranty does not conflict with, or constitute a breach or default under, any agreement to which Guarantor is a party.

  • Corporate Authority Relative to this Agreement; No Violation (a) The Company has all requisite corporate power and authority to enter into this Agreement and, assuming the representations and warranties set forth in Section 4.25 are true and correct and the Company Stockholder Approval is obtained, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Company Board of Directors and, assuming the representations and warranties set forth in Section 4.25 are true and correct, except for the filing of the Certificate of Merger with the DSOS, no other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the consummation of the Transactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, the Company Board of Directors unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the stockholders of the Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL and (z) has adopted a resolution to make the Company Board Recommendation and to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  • No Violation of Existing Agreements Neither the Borrower nor any ----------------------------------- Subsidiary of the Borrower is in violation of any material agreement or instrument to which it is party or by which it or any of its properties (now owned or hereafter acquired) may be subject or bound;

  • No Violation, Etc Neither the execution, delivery or performance by it of this Agreement or any other Loan Document to which it is, or is to become, a party, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, contravenes or will contravene, or results or will result in a breach of, any of the provisions of its Organizational Documents, any Applicable Law, or any indenture, mortgage, deed of trust, lease, license or any other agreement or instrument to which it or any of its Subsidiaries is party or by which its property or the property of any of its Subsidiaries is bound, or results or will result in the creation or imposition of any Lien upon any of its property or the property of any of its Subsidiaries except as provided herein, except to the extent such contravention or breach, or the creation or imposition of any such Lien, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to such Borrower. Each Borrower and each of its Subsidiaries is in compliance with all laws (including, without limitation, ERISA and Environmental Laws), regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

  • No Violation of Agreements Neither the Borrower nor any Subsidiary is in default in any material respect under any material agreement or other instrument to which it is a party or by which it is bound or its property or assets may be affected. No event or condition exists which constitutes, or with the giving of notice or lapse of time or both would constitute, such a default under any such agreement or other instrument. Neither the execution and delivery of this Agreement or the Notes, nor the consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, will contravene any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, decree, award, franchise, order or permit applicable to the Borrower, or will conflict or be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under (or condition or event entitling any Person to require, whether by purchase, redemption, acceleration or otherwise, the Borrower to perform any obligations prior to the scheduled maturity thereof), or result in the creation or imposition of any Lien upon any of the property or assets of the Borrower pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which it may be subject, or violate any provision of the certificate of incorporation or by-laws of the Borrower. Without limiting the generality of the foregoing, the Borrower is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Borrower, any agreement or indenture relating thereto or any other contract or agreement (including its certificate of incorporation and by-laws), which would be violated by the incurring of the Indebtedness to be evidenced by the Notes.

  • Authority and No Violation The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

  • No Conflicts and No Violation The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

  • Authority for this Agreement Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability Limitations.

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