Authority; No Conflict Clause Samples

Authority; No Conflict. The Advisor represents, warrants and agrees that: it has the authority to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Advisor or any of its affiliates are a party.

Authority; No Conflict. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements, and the Promissory Notes (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents. Except as set forth in Exhibit G, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will give any person the right to prevent, delay, or otherwise interfere with any of the transactions contemplated hereby pursuant to: (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any legal requirement or order to which Buyer may be subject; or (iv) any contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Exhibit G, Buyer is not and will not be required to obtain any Consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

Authority; No Conflict i. This Agreement and any agreement executed in connection herewith by Company or Acquisition constitute the legal, valid and binding obligations of the Company and Acquisition, as the case may be, enforceable against the Company and Acquisition, as the case may be, in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other laws affecting the rights of creditors and by general equitable principles. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and any agreement executed by it in connection herewith and to perform its obligations hereunder and thereunder. ii. Neither the execution and delivery of this Agreement by each of the Company and Acquisition, nor the consummation or performance by each of any of its respective obligations contained in this Agreement or in connection with the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): a. contravene, conflict with or result in a violation of (x) any provision of the Organizational Documents of the Company or Acquisition, as the case may be, or (y) any resolution adopted by the board of directors or the stockholders of the Company or Acquisition, as the case may be; b. contravene, conflict with or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Acquisition or any of the assets owned or used by the Company or Acquisition may be subject; c. contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, this Agreement, the PRCO Debentures (once assumed by Company) or any Applicable Contract; d. result in the imposition or creation of any material encumbrance upon or with respect to any of the material assets owned or used by the Company or Acquisition; e. cause the Company or Acquisition to become subject to, or to become liable for the payment of, any tax; or f. cause any of the assets owned by the Company or Acquisition to be reassessed or revalued by any taxing authority or other governmental body, except in connection with the transfer of real estate pursuan...

Authority; No Conflict. The execution, delivery and performance by such Borrower of this Agreement and its Notes, the Local Currency Addendum, in the case of CIF and CFSC, and the Japan Local Currency Addendum, in the case of CFKK and CFSC, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) such Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting such Borrower.

Authority; No Conflict. (a) Buyer has the right, full power, authority and capacity to execute, deliver and consummate this Agreement and the Ancillary Agreements; to perform its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. All necessary action, corporate or otherwise, has been taken by Buyer to authorize the execution, delivery and performance of this Agreement and each of the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement will be at the Closing, duly executed and delivered by Buyer and this Agreement and each Ancillary Agreement is, or upon the Closing will be, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their terms. (b) Neither the execution, delivery or performance of this Agreement or any Ancillary Agreement nor the performance of the transactions contemplated hereby or thereby, including issuance of the Purchase Shares pursuant to this Agreement, will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation or breach of (A) any provision of the certificate of incorporation of bylaws of Buyer, (B) any legal requirement or any Order, award, decision, settlement or process to which Buyer or any of the assets or properties owned or used by it may be subject, or (C) any Governmental Permit held by Buyer, excluding from clauses (B) and (C) any contravention, conflict, violation or breach that would not, either individually or in the aggregate materially, adversely affect the Sellers or materially impair or preclude the Sellers' ability to execute, deliver and perform this Agreement, any Ancillary Agreements and the transactions contemplated hereby and thereby; (ii) result in a breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent, authorization or approval of or any notice to or filing with any third Person under any Contract or any debt instrument to which Buyer is a party or to which its assets or properties are bound, or require the consent, authorization or approval of or any notice to or filing with any Governmental Authority to which Buyer or its assets or properties is subject except for any breaches, defaults, rights of termination, cancellation or acceleration, entitlements, consents, appro...

Authority; No Conflict. (a) Upon the execution and delivery of this Agreement by the Acquired Companies, this Agreement will constitute the legal, valid, and binding obligation of the Acquired Companies and be enforceable against them in accordance with its terms. The Acquired Companies have the requisite right, power, authority, and capacity to execute and deliver this Agreement and the respective Closing Documents to which they are parties and to perform their obligations under this Agreement and such Closing Documents delivered by the Acquired Companies. (b) Except as set forth on Section 3.2 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby by the Acquired Companies or the Sellers will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the Organizational Documents of any Acquired Company, (B) any resolution adopted by the board of directors or the shareholders of any Acquired Company, (C) any Legal Requirement or any Order to which any Acquired Company, or any of the assets owned or used by any Acquired Company, may be subject, (D) any governmental authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company, or (E) any Contract required to be listed on Section 3.17(a) of the Seller Disclosure Schedule; or (ii) result in the imposition or creation of any Encumbrance upon or with respect to the Shares or any of the assets owned or used by any Acquired Company. (c) No license, franchise, permit or other similar authorization held by any Acquired Company will be terminated or impaired as a result of the transactions contemplated by this Agreement. (d) Except as set forth on Section 3.2 of the Seller Disclosure Schedule, neither Sellers nor any Acquired Company is or will be required to give any notice to or obtain any consent from any Person (including any Governmental Entity or official) in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby (such consents set forth on Section 3.2 of the Seller Disclosure Schedule, the “Seller Required Consents”).

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (i) RDSI has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of RDSI, enforceable against RDSI in accordance with its terms and conditions. (ii) Except as set forth in Section 4.04(b)(ii) of the RDSI Disclosure Schedule, neither the execution and delivery of this Agreement or any of the Shareholder Ancillary Agreements, nor the consummation or performance of this Agreement, any of the Shareholder Ancillary Agreements, or any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (A) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of RDSI; (B) contravene, conflict with, or result in a violation of any Legal Requirement or any Order to which RDSI may be subject; (C) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by RDSI. Except as set forth in the RDSI Disclosure Schedule, RDSI is not or will not be required to give any notice to or obtain any consent or approval from any Person (including from any Governmental Authority) in connection with the execution and delivery of this Agreement or the Shareholder Ancillary Agreements, or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party have been duly authorized by all necessary limited liability company action and do not violate (i) any provision of law or regulation, or any decree, order, writ or judgment, (ii) any provision of its limited liability company agreement, or (iii) result in the breach of or constitute a default under any indenture or other agreement or instrument to which the Borrower is a party.