Consents, Authorizations and Conflicts. (1) Neither the execution and delivery by Seller and IMSAMET of this Agreement or of any of the other Seller Documents, nor the performance by Seller and IMSAMET of their respective obligations thereunder, require any Consent or the giving of any Notice applicable to Seller or any Company or SALTS (as opposed to Purchaser), except for such Consents and Notices that:
Consents, Authorizations and Conflicts. (a) The Company has the full corporate power and authority to enter into this Agreement and each of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company in connection with this Agreement and/or the Transaction (collectively with the Agreement, the "Company Documents"). Neither the execution and delivery by the Company of this Agreement or any of the other Company Documents, nor the consummation by the Company of the Transaction, nor the performance by the Company of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to NHTC and MergerCo) except for: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from the Board of Directors and stockholders of the Company, (iii) Consents that have been duly obtained and Notices that have been duly given on or before the date hereof, and (iv) Consents and Notices the failure to obtain (in the case of Consents) or give (in the case of Notices) can not reasonably be expected to have a Company Material Adverse Effect.
Consents, Authorizations and Conflicts. (a) Each Acquiror has the full corporate power and authority to enter into this Agreement and each of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by such Acquiror in connection with this Agreement and/or the Transaction (collectively with the Agreement, the "Acquiror Documents"). Neither the execution and delivery by the Acquirors of this Agreement or any of the other Acquiror Documents, nor the consummation by the Acquirors of the Transaction, nor the performance by the Acquirors of their other obligations hereunder or thereunder, require or will require any Consent or any Notice applicable to the Acquirors (as opposed to the Company) except for: (i) the filing of a certificate of merger in accordance with Delaware Law and articles of Merger in accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be obtained from (x) the Board of Directors of NHTC, and (y) the Board of Directors and stockholders of MergerCo, (iii) Consents that have been duly obtained and Notices that have been duly given on or before the date hereof, and (iv) Consents and Notices the failure to obtain (in the case of Consents) or give (in the case of Notices) can not reasonably be expected to have an Acquiror Material Adverse Effect.
Consents, Authorizations and Conflicts. Neither the execution and delivery by Purchaser of this Agreement or any of the other the Purchaser Documents, nor the performance by Purchaser of its obligations thereunder, require any Consent or Notice applicable to Purchaser (as opposed to IMSAMET or Seller) (including, without limitation, Consents and Notices necessary or required under or with respect to any contract or license of Purchaser, its parent corporation or any subsidiary thereof) except for such Consents and Notices that (i) may be required under the HSR Act or (ii) have been duly obtained (in the case of Consents) or given (in the case of Notices) and are unconditional and in full force and effect. This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. From and after the Closing, each other Purchaser Document will be duly authorized, executed and delivered by Purchaser and will constitute the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of creditors' rights. The execution and delivery by Purchaser of the Purchaser Documents, and the performance by Purchaser of its obligations thereunder, does not and will not contravene, conflict or be inconsistent with, result in a breach of, or constitute a violation of or default under: (i) Purchaser's articles or certificate of incorporation or by-laws, (ii) any Law applicable or relating to Purchaser or (iii) any contract or license of Purchaser, its parent corporation or any subsidiary thereof.
Consents, Authorizations and Conflicts. (a) Neither the execution and delivery by the Company of this Agreement, the Bxxx of Sale, the Voting Trust Agreement, the Registration Rights Agreement (as defined in Section 6.02(i) hereof) or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by the Company in connection with this Agreement and/or the Transactions (collectively, the "Company Documents"), nor the consummation of the Transactions, nor the performance by the Company of any of its other obligations hereunder or thereunder, require or will require any governmental authority or private party consent, waiver, approval, authorization or exemption (collectively, "Consents") or the giving of any notice ("Notice") applicable to the Company (as opposed to NHTC and Holdings) except for such Consents and Notices: (i) that have been duly obtained (in the case of Consents) or given (in the case of Notices) and are unconditional and in full force and effect, or (ii) of which the failure to obtain (in the case of Consents) or give (in the case of Notices) could not reasonably be expected to have a Company Material Adverse Effect.
Consents, Authorizations and Conflicts. (a) Neither the execution and delivery by Purchaser and AEC of this Agreement or any of the other Purchaser Documents to which they are respectively a party, nor the performance by Purchaser and AEC of their respective obligations thereunder, require any Consent or the giving of any Notice applicable to Purchaser or AEC (as opposed to Seller) (including, without limitation, Consents and Notices necessary or required under or with respect to any contract or license of Purchaser, AEC or any subsidiary thereof) except for (i) the Consent of the Bank, (ii) the Consent of the State of Idaho and other applicable regulatory authorities, and (iii) the Consents and Notices set forth on Schedule 5.02 (the "Purchaser Consents").
Consents, Authorizations and Conflicts. (a) Neither the execution and delivery by the Voting Trustee of the Voting Trust Agreement nor the execution and delivery by the NHTC Parties of this Agreement, the Bxxx of Sale (in the case of Holdings), the Registration Rights Agreement (in the case of NHTC) or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by either NHTC Party in connection with this Agreement and/or the Transactions (collectively (including the Voting Trust Agreement), the "NHTC Party Documents"), nor the consummation of the Transaction, nor the performance by either NHTC Party or the Voting Trustee of their other respective obligations thereunder, require any Consent or any Notice applicable to either NHTC Party or the Voting Trustee (as opposed to any Company Party) (including without limitation such Consents and Notices as may be necessary or appropriate in order to preserve for (x) the educational/vocational operations and facilities of NHTC and its Subsidiaries (the "NHTC Educational Facilities") their accredited status, and (y) students of the NHTC Educational Facilities, as such, access to the financial aid programs to which they currently have access, at substantially current levels) except for such Consents and Notices: (i) that have been duly obtained (in the case of Consents) or given (in the case of Notices) and are unconditional and in full force and effect, or (ii) of which the failure to obtain (in the case of Consents) or give (in the case of Notices) could not reasonably be expected to have an NHTC Material Adverse Effect.
Consents, Authorizations and Conflicts. Neither the execution and delivery by the Company of this Agreement nor the performance by the Company of its obligations hereunder, require any consent or the giving of any notice applicable to the Company. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company enforceable against it in accordance with its terms. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, does not and will not contravene, conflict or be inconsistent with, result in a breach of, constitute a violation of or default under, or require or result in any right of acceleration or create or impose any lien under (all or any of the foregoing a "breach"): (A) of the articles or certificate of incorporation or bylaws (or other organizational documents) of the Company; (B) any federal, state or other law applicable or relating to the Company, or any of the businesses or assets of the Company; or (C) any contract, agreement, instrument, undertaking, commitment or arrangement, of any kind or description whatsoever to which the Company is a party. In Witness Whereof, the signing parties below, who warrant that they are the duly authorized representatives of their respective corporations, execute this Mutual and Final Release on the date first set forth above. "Company" "M&B" Life Systems Corp., formerly Xxxxxxx & Xxxxx, PLLC Bio-Preserve International Corporation /s/ Xxxxxxxxx Xxxxx /s/ Signed It's duly authorized representative its duly authorized representative Bio-Preserve Medical Corporation (Florida) /s/ Xxxxxxxxx Xxxxx It's duly authorized representative Bio-Preserve Medical Corporation (Washington) /s/ Xxxxxxxxx Xxxxx
Consents, Authorizations and Conflicts. (1) --------------------------------------- Neither the execution and delivery by Seller and IMSAMET of this Agreement or of any of the other Seller Documents, nor the performance by Seller and IMSAMET of their respective obligations thereunder, require any Consent or the giving of any Notice applicable to Seller or any Company or SALTS (as opposed to Purchaser), except for such Consents and Notices that:
Consents, Authorizations and Conflicts. (a) Neither the execution and delivery by NHTC, the Registration Rights Agreement or any of the other agreements, instruments, certificates or other documents executed and delivered (or to be executed and delivered) by NHTC in connection with this Agreement and/or any of the Transactions (collectively, the "NHTC Documents"), nor the consummation of the Transactions, nor the performance by NHTC of its other obligations thereunder, require any Consent or any Notice applicable to NHTC (as opposed to any Company Party) (including without limitation such Consents and Notices as may be necessary or appropriate in order to preserve for (x) the educational/vocational operations and facilities of NHTC and its Subsidiaries (the "NHTC Educational Facilities") their accredited status, and (y) students of the NHTC Educational Facilities, as such, access to the financial aid programs to which they currently have access, at substantially current levels) except for such Consents and Notices: (i) that have been duly obtained (in the case of Consents) or given (in the case of Notices) and are unconditional and in full force and effect, or (ii) of which the failure to obtain (in the case of Consents) or give (in the case of Notices) could not reasonably be expected to have an NHTC Material Adverse Effect.
