Authorization; Conflicts. The execution, delivery and performance by Seller of each of this Agreement, the Seller Xxxx of Sale and the Seller Assignment and Assumption Agreement and the performance of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite limited partnership action and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation the effect of which would be to cause or be reasonably expected to have a material adverse effect on the ability of Seller to perform any of its obligations under this Agreement, the Seller Xxxx of Sale and the Seller Assignment and Assumption Agreement, (2) any order of any Governmental Authority having proper jurisdiction over the Seller Equipment, (3) any provision of the certificate of limited partnership or limited partnership agreement of Seller, or (4) any provision of any indenture, loan agreement or other material agreement to which Seller is a party or by which it or any of its property is or may be bound, except for those releases that will be obtained on the date hereof, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, loan agreement or other material agreement, or (C) result in the creation or imposition of any Lien upon or with respect to the Seller Equipment and the Seller Leases other than the Administrative Agent Liens and the Permitted Liens (as defined in the Loan Agreement).
Authorization; Conflicts. The execution, delivery and performance by Buyer of each of this Agreement and the Seller Assignment and Assumption Agreement and the performance of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite limited liability company action and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation the effect of which would be to cause or be reasonably expected to have a material adverse effect on the ability of Buyer to perform any of its obligations under this Agreement and the Seller Assignment and Assumption Agreement, (2) any order of any Governmental Authority having proper jurisdiction over the Seller Equipment, (3) any provision of the certificate or articles of formation or other organizational documents or operating agreement or limited liability company agreement of Buyer, or (4) any provision of any indenture, loan agreement or other material agreement to which Buyer is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, loan agreement or other material agreement.
Authorization; Conflicts. (a) The execution, delivery and performance by Parent of this Agreement and each Seller Ancillary Agreement to which it is a party (i) are within Parent's limited liability company power and authority, (ii) have been duly authorized by all necessary limited liability company and equity holder actions and proceedings, (iii) do not and will not require the approval or consent of, or any filing with, any Governmental Body, except in connection, or in compliance, with the provisions of the HSR Act and such approvals, consents and filings set forth on Schedule 4.2(a), and (iv) do not and will not (A) conflict with, result in a violation of, or result in a breach of the terms, conditions or provisions of, (B) constitute a default under (whether with or without the passage of time, the giving of notice or both), (C) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon the properties or assets of Seller, the Company or any Subsidiary (or the equity interests in the Company held by Seller or in Seller held by Parent) pursuant to, or (D) give any third party the right to modify, terminate or accelerate any obligation under (x) the Third Amended and Restated Limited Liability Company Agreement of Parent (or similar organizational documents), (y) any Requirements of Law to which Parent or its properties or assets is subject or bound, or (z) any Contract to which Parent or its properties or assets is subject or bound, except, in the case of clauses (y) and (z), for any such conflicts, defaults, creations, rights, violations or requirements that would not, individually or in the aggregate, adversely affect, or reasonably be expected to adversely affect, Seller, the Company and the Subsidiaries, taken as a whole, in any material respect.
Authorization; Conflicts. The execution, delivery and performance by each of Buyer and Guarantor of this Agreement and of each Buyer Ancillary Agreement to which Buyer and/or Guarantor is a party (i) are within Buyer's of Guarantor's (as the case may be) corporate power and authority, (ii) have been duly authorized by all necessary corporate and shareholder actions and proceedings and (iii) do not and will not conflict in any material respect with, or result in any material breach of, any provision of Buyer's Certificate of Incorporation or By-Laws, any material agreement to which Buyer or Guarantor is a party or any Requirements of Law to which or by which Buyer or its assets is subject or bound.
Authorization; Conflicts. The execution, delivery and performance by such Transferor of this Agreement and the performance of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite action and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation the effect of which would be to cause or be reasonably expected to have a material adverse effect on the ability of such Transferor to perform any of its obligations under this Agreement, (2) any order of any governmental authority having proper jurisdiction over such Transferor, (3) any provision of the organizational documents of such Transferor, or (4) any provision of any indenture, loan agreement or other material agreement to which such Transferor is a party or by which it or any of its property is or may be bound, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, loan agreement or other material agreement or (C) result in the creation or imposition of any Lien upon or with respect to the Interests.
Authorization; Conflicts. The execution, delivery and performance of this Agreement, and the Related Agreements and the consummation by Purchaser of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement and, when executed and delivered by Purchaser in accordance with the provisions hereof, the Related Agreements, constitutes or will constitute legal, valid and binding agreements of Purchaser enforceable in accordance with their respective terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or similar laws affecting creditors' rights generally, and each document and instrument of Purchaser contemplated hereby or thereby, when executed and delivered by Purchaser in accordance with the provisions hereof, shall be legal, valid and binding upon Purchaser and enforceable in accordance with its terms, subject to the exception set forth above. The execution and delivery of this Agreement, the Related Agreements and such documents and instruments do not, and the consummation of the transactions contemplated hereby or thereby will not, violate, contravene or constitute any default under, conflict with or result in the breach of or in the creation of any Lien upon any property of Purchaser under (i) any provision of Purchaser's Certificate of Incorporation or By-Laws, (ii) any judgment, order, award, injunction, decree, ruling or, to the best knowledge of Purchaser, regulation of any court, arbitrator or governmental or regulatory authority binding upon Purchaser or any of its properties or (iii) at the Closing Date, any mortgage, credit facility, lease or other material agreement, contract or instrument to which Purchaser is a party or that is binding upon Purchaser or any of its properties.
Authorization; Conflicts. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of the Transaction Documents, the authorization, sale, issuance and delivery of the Shares (and the Common Stock issuable upon conversion of the Shares) and the performance of the Company's obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing. The Agreement and the other Transaction Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The Shares, when issued in compliance with the provisions of this Agreement and the other applicable Transaction Documents, will be validly issued, fully paid and nonassessable. The Shares issuable upon exercise of the Warrants, and the Common Stock issuable upon conversion of the Shares, have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the other applicable Transaction Documents, will be validly issued, fully paid and nonassessable, and free of any preemptive or similar rights and liens, encumbrances or other adverse claims (other than such preemptive rights, liens, encumbrances or other rights as shall have been waived on or prior to the Closing Date). The Series A Preferred Stock and the Series B Preferred Stock will have the rights, preferences and privileges set forth
Authorization; Conflicts. The execution and delivery of this Agreement by Seller and Costilo and the other Purchase Documents to which each of them is a party, the performance by each of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby (a) have been duly authorized by all necessary corporate and other action, (b) will not conflict with, or result in a violation of, or a default under (i) the certificate of incorporation, by-laws or other governing documents of Seller or (ii) any contract, mortgage, indenture, lease, agreement, instrument, permit, conversion, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or Costilo or their respective properties and assets, or (c) create or result in any Lien (as defined in Section 10.1 hereof) on any of their respective properties or assets, including, without limitation, the Assets. This Agreement constitutes, and each other Purchase Document will, when executed, constitute, a legal, valid and binding obligation of Seller and Costilo, as the case may be, enforceable against each of them in accordance with its terms.
Authorization; Conflicts. The execution and delivery of this Agreement and the Purchase Documents by Buyer, the performance by Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby (a) have been duly authorized by all necessary corporate action, (b) will not conflict with, or result in a violation of or a default under (i) the certificate of incorporation or by-laws of Buyer or (ii) any contract, mortgage, indenture, lease, agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer. This Agreement constitutes, and each other Purchase Document to which Buyer is a party will, when executed, constitute, a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Authorization; Conflicts. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of the Transaction Documents, the authorization, sale, issuance and delivery of the Shares and the Warrant (and the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrant) and the performance of the Company's obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing. The Transaction Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and free of any preemptive or similar
