Authority to Execute and Perform Agreements. Empirical and the Trust each represent that it has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform its respective obligations hereunder.
Authority to Execute and Perform Agreements. Buyer has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement and all of the other Buyer Documents and to perform fully Buyer’s obligations hereunder and thereunder.
Authority to Execute and Perform Agreements. Seller has all power, authority and approvals required to enter into, execute and deliver this Agreement and all of the other Seller Documents and to perform fully Seller’s obligations hereunder and thereunder.
Authority to Execute and Perform Agreements. (A) FI has full corporate power and authority required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FI's obligations hereunder and thereunder. (B) The execution and delivery by FI of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI and constitutes the valid and binding obligation of FI, enforceable against FI in accordance with its terms. (E) The execution and delivery of this Agreement and any agreement contemplated hereby, the consummation of the transactions contemplated hereby and thereby, and the performance by FI of this Agreement in accordance with its terms and conditions will not 1) conflict with or result in the breach or violation of any of the terms or conditions of the Articles of Incorporation or Bylaws of FI; 2) violate any statute, regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give any party the right to terminate or accelerate the performance of the obligations of FI with respect to the terms, provisions or conditions of any indenture, agreement or other instrument to which FI is a party or by which FI or any of its properties or assets are bound.
Authority to Execute and Perform Agreements. The Company has all ------------------------------------------- requisite power, authority and approvals required to enter into, execute and deliver this Agreement and the Company Documents and (assuming the Required Contractual Consents and the Required Governmental Approvals are obtained) to perform fully the Company's obligations hereunder and thereunder.
Authority to Execute and Perform Agreements. MFund and Trust have the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform its obligations hereunder.
Authority to Execute and Perform Agreements. The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and all other agreements, documents and instruments contemplated herein to which it is a party and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the agreements, documents and instruments contemplated herein to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary individuals and corporate actions, and no other proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the agreements, documents and instruments contemplated herein or to consummate any of the transactions contemplated therein. This Agreement and the agreements, documents and instruments contemplated herein have all been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other Parties hereto, are the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, moratorium, insolvency, fraudulent conveyance, reorganization, or other similar laws generally affecting the enforcement of creditors’ rights and general equitable principles.
Authority to Execute and Perform Agreements. Buyer has the corporate power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been, and the other Transaction Documents to which Buyer is a party when delivered at Closing will be, duly executed and delivered by Buyer, and constitute valid and binding obligations of Buyer, enforceable against it in accordance with their respective terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws and Regulations affecting the enforcement of creditors’ rights generally and by general principles of equity.
Authority to Execute and Perform Agreements. Each Seller has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and the other instruments and agreements contemplated hereby and to perform such Seller's obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and the other instruments and agreements contemplated hereby have or, if they are to be delivered on the Closing Date, will have been duly executed and delivered by the Sellers and constitute, or will constitute, the valid and binding obligations of each Seller enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability. Except as required by HSR Act, no approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other person is required in connection with the execution and delivery by Sellers of this Agreement, the other instruments and agreements contemplated hereby or the consummation and performance by Sellers of the transactions contemplated hereby or thereby. The execution and delivery of this Agreement, the consummation of the transactions contemplated under this Agreement, and the performance by Sellers of this Agreement in accordance with its terms and conditions, will not (a) conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under (or give rise to any right of termination, cancellation, or acceleration under), (i) the Certificate or Articles of Incorporation or By-Laws of Movado, NAW or comparable organizational documents of NA Trading or Movado Canada, (ii) any instrument, contract or other agreement by or to which any Seller is a party or by or to which it or its assets or properties are bound or subject, (iii) any statute or any regulation, order, judgment, decree, license or permit of any court or governmental or regulatory body or (b) result in the creation of any encumbrance upon any of the Purchased Assets under any of the terms, conditions, or provisions of any instrument, contract or other agreement to which any Seller is a party or by which any Seller (or the respective assets or properties thereo...
Authority to Execute and Perform Agreements. The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly executed and delivered and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance by the Company of this Agreement, in accordance with its respective terms and conditions will not:
