Authority; No Violation, Etc. Spinco has the requisite limited liability company power and authority to enter into this Agreement and each Executed Transaction Agreement to which Spinco is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Spinco of this Agreement and each such Executed Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Spinco. This Agreement has been duly executed and delivered by Spinco and, assuming the due authorization, execution and delivery of this Agreement by Hanover and Xxxxxx, constitutes a legal, valid and binding agreement of Spinco, enforceable against Spinco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed Transaction Agreement to which Spinco is a party has been duly executed and delivered by Spinco and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Spinco, enforceable against Spinco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of the execution and delivery by Spinco of this Agreement or any Executed Transaction Agreement, the consummation by Spinco of the transactions contemplated hereby or thereby or compliance by Spinco with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Spinco’s or any Spinco Retained Subsidiary’s organizational documents, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Spinco or any of the Spinco Retained Subsidiaries is a party or by which Spinco or any of the Spinco Retained Subsi...
Authority; No Violation, Etc. SoundCity has all requisite corporate power to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and performance by SoundCity of its obligations hereunder have been duly approved and authorized by all requisite corporate action of SoundCity. This Agreement has been duly executed and delivered by SoundCity and, subject as aforesaid, constitutes the legal, valid and binding agreement of SoundCity, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization, receivership and other laws relating to or affecting the rights and remedies of creditors generally, and (ii) principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except for matters disclosed in Item 2.4 of the SoundCity Disclosure Schedule, neither the execution and delivery of this Agreement by SoundCity nor compliance by SoundCity with any of the provisions hereof will (a) conflict with or result in a breach of any provision of SoundCity's Certificate of Incorporation, (b) violate, or result with the passage of time in a violation of, or cause a default or acceleration under, or give rise to any right to termination, cancellation or acceleration (whether immediately, or after the giving of notice, or after the passage of time, or a combination thereof) under, or result in the creation of any lien, charge or encumbrance on any assets of SoundCity pursuant to, any of the terms, conditions or provisions of any agreement, instrument or obligation to which SoundCity is a party, or by which it or any of its properties or assets may be bound, or (c) violate any Federal or state statute, rule or regulation or judgment, order, writ, injunction or decree of any Federal or state court, administrative agency or governmental body, in each case applicable to SoundCity or any of its properties or assets, or otherwise require any filing with, or obtaining any permit, authorization, consent or approval of, any Federal, State or local public body, commission or authority.
Authority; No Violation, Etc. The execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement and the other agreements and documents to be executed and delivered by Buyer pursuant to the provisions of this Agreement, constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective provisions and conditions, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles of general application affecting the rights of creditors and (ii) general principles of equity affecting the right to specific enforceability of any of the remedies contained herein and therein. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and compliance by Buyer with the provisions of this Agreement will not:
Authority; No Violation, Etc. The execution, delivery and performance by the Subscriber of this Agreement has been duly authorized by all necessary limited liability company action. This Agreement and the other Basic Documents to which it is a party have been duly executed and delivered by the Subscriber, and the execution, delivery and performance by the Subscriber of this Agreement and the other Basic Documents to which it is a party does not and will not (i) conflict with or violate any provision of its certificate of formation or operating agreement; (ii) violate or result in a breach of any of the terms of, result in a modification of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both would constitute) a default under, any contract or other agreement to which the Subscriber is a party or by or to which the Subscriber or any of its assets or properties may be bound or subject; (iii) violate any order, writ, judgment, injunction, award or decree of any Governmental Authority against, or binding upon, the Subscriber; (iv) violate any statute, law or regulation of any jurisdiction; or (v) require the consent of any Person under any agreement or instrument to which the Subscriber is a party.
Authority; No Violation, Etc. (a) The execution and delivery of this Agreement and the consummation of the Transaction have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforcement may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or limiting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.
Authority; No Violation, Etc. MOTG has all requisite corporate power to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and performance by MOTG of its obligations hereunder have been duly approved and authorized by all requisite corporate action of MOTG. This Agreement has been duly executed and delivered by MOTG and constitutes the legal, valid and binding agreement of MOTG, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization, receivership and other laws relating to or affecting the rights and remedies of creditors generally, and (ii) principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution and delivery of this Agreement by MOTG nor compliance by MOTG with any of the provisions hereof will (a) conflict with or result in a breach of any provision of the Certificate of Incorporation of MOTG, (b) violate, or result with the passage of time in a violation of, or cause a default or acceleration under, or give rise to any right to termination, cancellation or acceleration (whether immediately, or after the giving of notice, or after the passage of time, or a combination thereof) under, or result in the creation of any lien, charge or encumbrance on any assets of MOTG pursuant to, any of the terms, conditions or provisions of any agreement, instrument or obligation to which MOTG is a party, or by which it or any of its properties or assets may be bound, or (c) violate any Federal or state statute, rule or regulation or judgment, order, writ, injunction or decree of any Federal or state court, administrative agency or governmental body, in each case applicable to MOTG or any of its properties or assets, or otherwise require any filing with, or obtaining any permit, authorization, consent or approval of, any Federal, State or local public body, commission or authority, except those approvals and authorizations specified in Section 3.5 hereof.
Authority; No Violation, Etc. First Savings has all requisite corporate power to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and performance by First Savings of its obligations hereunder have been duly approved and authorized by all requisite corporate action of First Savings, subject to the stockholder approval contemplated by Section 1.8 hereof. This Agreement has been duly executed and delivered by First Savings and, subject as aforesaid, constitutes the legal, valid and binding agreement of First Savings, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization, receivership and other laws relating to or affecting the rights and remedies of creditors generally, and (ii) principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except for matters disclosed in Item 2.4 of the First Savings Disclosure Schedule, neither the execution and delivery of this Agreement by First Savings nor compliance by First Savings with any of the provisions hereof will (a) conflict with or result in a breach of any provision of First Savings's Certificate of Incorporation, (b) violate, or result with the passage of time in a violation of, or cause a default or acceleration under, or give rise to any right to termination, cancellation or acceleration (whether immediately, or after the giving of notice, or after the passage of time, or a combination thereof) under, or result in the creation of any lien, charge or encumbrance on any assets of First Savings or any FS Subsidiary pursuant to, any of the terms, conditions or provisions of any agreement, instrument or obligation to which First Savings or any FS Subsidiary is a party, or by which it or any of its properties or assets may be bound, or (c) violate any Federal or state statute, rule or regulation or judgment, order, writ, injunction
Authority; No Violation, Etc. Each of GCB and Newco has all requisite corporate power to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and performance by each of GCB and Newco of its obligations hereunder have been duly approved and authorized by all requisite corporate action of GCB and Newco, respectively, subject in the case of Newco to the stockholder consent contemplated by Section 1.10 hereof. This Agreement has been duly executed and delivered by GCB and Newco and, subject as aforesaid, constitutes the legal, valid and binding agreement of each of GCB and Newco, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization, receivership and other laws relating to or affecting the rights and remedies of creditors generally, and (ii) principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution and delivery of this Agreement by GCB and Newco nor compliance by GCB and Newco with any of the provisions hereof will (a) conflict with or result in a breach of any provision of the Certificate of Incorporation of GCB or Newco, (b) violate, or result with the passage of time in a violation of, or cause a default or acceleration under, or give rise to any right to termination, cancellation or acceleration (whether immediately, or after the giving of notice, or after the passage of time, or a combination thereof) under, or result in the creation of any lien, charge or encumbrance on any assets of GCB or Newco pursuant to, any of the terms, conditions or provisions of any agreement, instrument or obligation to which GCB or Newco is a party, or by which it or any of its properties or assets may be bound, or (c) violate any Federal or state statute, rule or regulation or judgment, order, writ, injunction or decree of any Federal or state court, administrative agency or governmental body, in each case applicable to GCB or Newco, or any of their properties or assets, or otherwise require any filing with, or obtaining any permit, authorization, consent or approval of, any Federal, State or local public body, commission or authority, including without
Authority; No Violation, Etc. (a) This Agreement and the other agreements and documents to be executed and delivered by Seller pursuant to the provisions of this Agreement constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective provisions, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles of general application affecting the rights of creditors and (ii) general principles of equity affecting the right to specific enforceability of any of the remedies contained herein and therein. Except as set forth on Schedule 4.02(a) of the Disclosure Schedules, the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and compliance by Seller with the provisions of this Agreement will not:
Authority; No Violation, Etc. Subject to the parties' obtaining all necessary regulatory approvals, Lakeland has all requisite corporate power to execute, deliver and perform its obligations under this Merger Agreement. The execution and delivery of this Merger Agreement and the performance by Lakeland of its obligations hereunder have been duly approved and authorized by all requisite corporate action of Lakeland, subject to the parties' obtaining all necessary regulatory approvals. This Merger Agreement has been duly executed and delivered by Lakeland and, subject as aforesaid, constitutes the legal, valid and binding agreement of Lakeland. Neither the execution and delivery of this Merger Agreement by Lakeland nor compliance by Lakeland with any of the provisions hereof will (a) conflict with or result in a breach of any provision of Lakeland's Certificate of Incorporation or by-laws, (b) violate, or result with the passage of time in a violation of, or cause a default or acceleration under, or give rise to any right to termination, cancellation, severance or acceleration (whether immediately, or after the giving of notice, or after the passage of time, or a combination thereof) under, or result in the creation of any lien, charge or encumbrance on any of the assets of Lakeland or any subsidiary of Lakeland pursuant to, any of the terms, conditions or provisions of any agreement, instrument or obligation to which Lakeland or any subsidiary of Lakeland is a party, or by which it or any of its properties or assets may be bound, and which would have or might reasonably be expected to have a material adverse effect on the financial condition or results of operations of Lakeland and its subsidiaries, taken as a whole, or (c) violate any Federal or state statute, rule or regulation or judgment, order, writ, injunction or decree of any Federal or state court, administrative agency or governmental body, in each case applicable to Lakeland or any subsidiary of Lakeland, or any of their properties or assets, and which violation would have, or might reasonably be expected to have, a material adverse effect on the financial condition or results of operations of Lakeland and its subsidiaries, taken as a whole, or otherwise require any filing with, or obtaining any permit, authorization, consent or approval of, any Federal, state or local public body, commission or authority, except those approvals and authorizations specified in Section 3.5 hereof and any filing, permit, authorization, consent o...
