Consents, Authorizations and Binding Effect. Buyer has full power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer and will not (a) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.
Consents, Authorizations and Binding Effect. (1) Seller may execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Conveyance Documents and the Operative Documents to which it is a party) without the necessity of any of obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations, waivers and notices:
Consents, Authorizations and Binding Effect. (1) Landlord has authorized the transaction contemplated herein and Landlord may execute, deliver and perform this Lease without the necessity of Landlord obtaining any consent, approval, authorization or waiver or giving any notice or otherwise.
Consents, Authorizations and Binding Effect. (a) Xxxxx may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
Consents, Authorizations and Binding Effect. (a) Seller may execute, deliver and perform this Agreement without obtaining any consent, approval, authorization or waiver or giving notice to any third party or otherwise.
Consents, Authorizations and Binding Effect. (a) The Company may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
Consents, Authorizations and Binding Effect. Each of Varlen and ------------------------------------------- Seller and the Company has full corporate power and authority to execute, deliver and perform its respective obligations under this Agreement without the necessity of obtaining any consent, approval, authorization, advice or waiver or giving any notice, except for such consents, approvals, authorizations, advice or waivers (individually a "Consent" and collectively "Consents") which have been obtained and are unconditional and in full force and effect and such notices (individually a "Notice" and collectively "Notices") which have been duly given, all of which are listed on Section 2.1(b) of the Disclosure Schedule, and except for Consents and Notices which are required under immaterial contracts the absence of which would not have a material adverse effect on the assets, business, financial condition or results of operations of the Company or Seller. The board of directors of Seller, Varlen and Xxxxxx have duly authorized the execution or counter-signature, delivery and performance of this Agreement by Varlen, Seller, Xxxxxx and the Company. After having been informed of the intended transfer of the Interest by the Seller to Buyer, Xxxxxx, sole other equity holder of the Company, intervenes to this Interest Purchase Agreement and hereby approves said transfer and Buyer is a new equity holder of the Company. This Agreement has been duly executed and delivered by each of Varlen, Seller, Xxxxxx and the Company and constitutes their respective legal, valid and binding obligations, enforceable against them in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors. The execution, delivery and performance of this Agreement by Varlen, Seller and the Company, and the consummation of the transactions contemplated thereby will not:
Consents, Authorizations and Binding Effect. (1) Purchaser may execute, deliver and perform this Agreement without the necessity of Purchaser obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations, waivers and notices which have been obtained and are unconditional and are in full force and effect and such notices which have been given.
Consents, Authorizations and Binding Effect. (a) Schyan and Subco may execute, deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
Consents, Authorizations and Binding Effect. (a) VCP23 may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
