Authority; Validity; No Breach Sample Clauses

Authority; Validity; No Breach. UHS has the full right, power, legal capacity and authority, to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. All corporate and other actions required to be taken by UHS to authorize the execution, delivery and performance of this Agreement, all documents executed by it necessary to give effect to this Agreement, and all transactions contemplated hereby have been duly and properly taken or obtained or will be duly and properly taken or obtained by UHS prior to the Transfer Date. No other corporate or other action on the part of UHS is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated hereby. Any consent which has not been obtained would not have an adverse effect on the transactions contemplated hereby. This Agreement is, and the documents to be delivered at closing will be, the lawful, valid and legally binding obligations of UHS in accordance with their respective terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice and/or the passage of time: (a) violate the Articles of Incorporation or Bylaws of UHS, or any provision of law, statute, rule or regulation to which UHS is subject; or (b) violate or conflict with any judgment, order, writ or decree of any court applicable to UHS; which violation or conflict would have a material adverse effect on the transactions contemplated hereby.
Sample 1Sample 2
AutoNDA by SimpleDocs
Authority; Validity; No Breach. (a) Seller has the full power and authority to (i) own, lease and operate its properties and assets as owned, leased and operated on the Effective Date, and (ii) carry on its businesses as such businesses are being conducted on the Effective Date.
Sample 1Sample 2
Authority; Validity; No Breach. (a) Except as provided in Exhibit 2.2(a), Transferor has the full right, power and authority, without the consent of any other person or governmental entity, to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby. All corporate and other actions required to be taken by Transferor to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements, and all documents executed by it which are necessary to give effect to this Agreement, the Ancillary Agreements, and all material transactions contemplated hereby or therein have been duly and properly taken or obtained or will be duly and properly taken or obtained by Transferor prior to the Closing Date. No other corporate or other action on the part of the Transferor is necessary to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements, all documents necessary to give effect to this Agreement, the Ancillary Agreements, and all material transactions contemplated hereby.
Sample 1
Authority; Validity; No Breach. The Partnership has the full right, power and legal authority, without the consent of any other person, to execute, deliver and carry out the terms of this Agreement, the Ancillary Agreements, and all documents and agreements necessary to give effect to the provisions of this Agreement, and the Ancillary Agreements, This Agreement is, and the documents to be delivered at the Closing will be, the lawful, valid and legally binding obligations of the Partnership enforceable in accordance with their respective terms. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated thereby will not, with or without the giving of notice and/or the passage of time: (a) violate the Partnership Agreement, or any provision of law, statute, rule or regulation to which the Partnership is subject; (b) violate or conflict with any judgment, order, writ or decree of any court applicable to the Partnership; or (c) violate or conflict in any material respect with any law or regulation applicable to the Partnership.
Sample 1
Authority; Validity; No Breach. The General Partner has the full right, power and legal authority, without the consent of any other person, to execute, deliver and carry out the terms of this Agreement, the Partnership Agreement, the Management Agreement, and all documents and agreements necessary to give effect to the provisions of this Agreement, the Partnership Agreement, and the Management Agreement and to consummate the transactions contemplated thereby. All actions required to be taken by the General Partner to authorize the execution, deliver and performance of this Agreement, the Partnership Agreement, and the Management Agreement, all documents executed by it necessary to give effect to this Agreement, the Partnership Agreement and the Management Agreement, and all transactions contemplated thereby have been duly and properly taken or obtained or will be duly and properly taken or obtained by the General Partner prior to the Closing. No other action on the part of the General Partner is necessary to authorize the execution, deliver and performance of this Agreement, all documents necessary to give effect to this Agreement, and all transactions contemplated thereby. This Agreement is, and the documents to be delivered by the General Partner or its affiliate at the Closing will be, the lawful, valid and legally binding obligations of the General Partner enforceable in accordance with their respective terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby will not, with or without the giving of notice and/or the passage of time: (a) violate the Partnership Agreement, or any provision of law, statute, rule or regulation to which the General Partner is subject; (b) violate or conflict with any judgment, order, writ or decree or of any court applicable to the General Partner; or (c) violate or conflict in any material respect with any law or regulation applicable to General Partner.
Sample 1

Related to Authority; Validity; No Breach

  • Authority; No Breach It has the corporate or other organizational right, power and authority to enter into, and perform its obligations under, this Agreement. The execution, delivery and performance of this Agreement will not result in the breach or non-performance of any agreements it has with third parties.

  • Authority; Validity Shareholder has all requisite capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Shareholder. This Agreement has been duly executed and delivered by Shareholder. If this Agreement is being executed in a representative or fiduciary capacity with respect to Shareholder, the person signing this Agreement has full power and authority to enter into and perform this Agreement.

  • Capacity; Authority; Validity Allseas has all necessary capacity, power and authority to enter into this Agreement and to perform all the obligations to be performed by Allseas’ hereunder; this Agreement and the consummation by Allseas of the transactions contemplated hereby has been duly and validly authorized by all necessary action of Allseas; this Agreement has been duly executed and delivered by Allseas; and assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of the Company enforceable against Allseas in accordance with its terms.

  • Authority; No Breach By Agreement (a) Premiere has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement represents a legal, valid, and binding obligation of Premiere, enforceable against Premiere in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

  • Authority; No Violation (a) GETCO has full power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCO, enforceable against GETCO in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

  • Authorization; No Breach (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

  • Enforceability; Authority; No Conflict (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

  • Authority; No Conflicts Seller is a limited liability company duly formed, validly existing and in good standing in the State of Georgia. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit D, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Selleror to the Hotel.

  • Authorization; Validity The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

  • Organization; Authorization; Validity of Agreement; Necessary Action Each Company T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company T Shareholder of this Agreement, the performance by such Company T Shareholder of its obligations hereunder and the consummation by such Company T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company T Shareholder and no other actions or proceedings on the part of such Company T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company Y, constitutes a legal, valid and binding agreement of such Company T Shareholder enforceable against such Company T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Time is Money Join Law Insider Premium to draft better contracts faster.