Due Authorization of Agreement; No Conflict With Other Instruments Sample Clauses

Due Authorization of Agreement; No Conflict With Other Instruments. Orion has full power and authority and has taken all necessary action to execute, deliver and consummate this Agreement and to perform all the terms and conditions hereof to be performed by Orion. This Agreement is a valid and binding obligation of Orion enforceable against Orion in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. The execution and delivery by Orion of this Agreement, the consummation by Orion of the transactions which this Agreement contemplates will be consummated by Orion, and Orion's fulfillment of and compliance with the terms and provisions hereof applicable to Orion, do not and will not (i) violate any law applicable to Orion, or (ii) conflict with, result in a breach of or constitute a default under Orion's articles of incorporation or bylaws.
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Due Authorization of Agreement; No Conflict With Other Instruments. DACOM has full power and authority and has taken all necessary action to execute, deliver and consummate this Agreement and to perform all the terms and conditions hereof to be performed by DACOM. This Agreement is a valid and binding obligation of DACOM enforceable against DACOM in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. The execution and delivery by DACOM of this Agreement, the consummation by DACOM of the transactions which this Agreement contemplates will be consummated by DACOM, and DACOM's fulfillment of and compliance with the terms and provisions hereof applicable to DACOM, do not and will not (i) violate any law applicable to DACOM, or (ii) conflict with, result in a breach of or constitute a default under the instruments and documents under which DACOM is organized and by which DACOM is governed; and
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Due Authorization of Agreement; No Conflict With Other Instruments. (a) Each of CCT, BMR and the Members has all necessary power and authority, and each has taken all necessary action: (i) to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated by this Agreement and the Ancillary Documents; and (ii) to perform all the obligations hereunder and thereunder to be performed by each such party. This Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly executed and delivered, are, and will be, valid and binding obligations of BMR, CCT and the Members, enforceable against such parties in accordance with their respective terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies.
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Due Authorization of Agreement; No Conflict With Other Instruments. Palm Desert has full power and authority and has taken all necessary and proper action to authorize the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all terms and conditions hereof to be performed by Palm Desert. This Agreement constitutes the valid and legally binding obligation of Palm Desert and is enforceable against it in accordance with its terms. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of, and compliance with, the terms and provisions hereof do not and will not (i) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Palm Desert; (ii) conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of Palm Desert's Articles of Incorporation or By-laws; (iii) conflict with, result in a breach of or constitute a default under or accelerate or permit the acceleration of the performance required by, any agreement or instrument to which Palm Desert is a party or by which it is bound; (iv) result in the creation of any lien, charge, or encumbrance upon any of the Assets to be Acquired under any such agreement or instrument; or (v) terminate or give any party thereto the right to terminate any such agreement or instrument, except such breaches, defaults, liens, charges, encumbrances, or rights of acceleration or termination as have been consented to or waived by the other party or parties to such agreement or instrument or by Database.
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Due Authorization of Agreement; No Conflict With Other Instruments. Database has full power and authority and has taken all necessary and proper action to authorize the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all terms and conditions hereof to be performed by Database. This Agreement constitutes the valid and legally binding obligation of Database and is enforceable against them in accordance with its terms. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of, and compliance with, the terms and provisions hereof do not and will not (i) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Database; (ii) conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of Database's Articles of Incorporation or By-laws; (iii) conflict with, result in a breach of or constitute a default under or accelerate or permit the acceleration of the performance required by any agreement or instrument to which Database is a party or by which it is bound; (iv) result in the creation of any lien, charge, or encumbrance upon any of Database's assets under any such agreement or instrument; or (v) terminate or give any party thereto the right to terminate any such agreement or instrument, except a breach, default, lien, charge, encumbrance, or right of acceleration or termination which has been consented to or waived by the other party or parties to such agreement or instrument or by Palm Desert.
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Due Authorization of Agreement; No Conflict With Other Instruments. Such Shareholder has full power and authority and has taken all necessary action to execute, deliver and consummate this Agreement and to perform all the terms and conditions hereof to be performed by such Shareholder. This Agreement is a valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. Except as disclosed in the Disclosure Schedule, the execution and delivery by such Shareholder of this Agreement, the consummation by such Shareholder of the transactions which this Agreement contemplates will be consummated by such Shareholder, and such Shareholder's fulfillment of and compliance with the terms and provisions hereof applicable to such Shareholder, do not and will not (i) violate any law applicable to such Shareholder, (ii) conflict with, result in a
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Due Authorization of Agreement; No Conflict With Other Instruments. Lobdxxx xxx all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Lobdxxx xxx the consummation by Lobdxxx xx the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Lobdxxx xxx necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement by the holders of at least a majority of the outstanding shares of Class A and Class B common stock of Lobdxxx xxxitled to vote in accordance with the MBCA and Lobdxxx'x Xxxicles of Incorporation and Bylaws). The Board of Directors of Lobdxxx xxx determined that it is advisable and in the best interest of the Lobdxxx xxxreholders for Lobdxxx xx enter into a business combination with Newco upon the terms and subject to the conditions of this Agreement, and has unanimously recommended that the Lobdxxx xxxreholders approve and adopt this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by Lobdxxx xxx, assuming the due authorization, execution and delivery by Parent and Newco constitutes a legal, valid and binding obligation of Lobdxxx xxxorceable against Lobdxxx xx accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of
Sample 1
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Related to Due Authorization of Agreement; No Conflict With Other Instruments

  • No Conflict With Other Instruments The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject.

  • Due Authorization and No Conflict The execution, delivery and performance by the Borrower of this Agreement, the Purchase Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Borrower’s powers, have been duly authorized by all necessary limited liability company action and do not contravene or constitute a default under, any provision of applicable law or of the Borrower’s certificate of formation or of the limited liability company agreement or of any agreement, judgment, injunction, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Adverse Claim on any asset of the Borrower. This Agreement, the Purchase Agreement and the other Facility Documents to which the Borrower is a party have been duly executed and delivered on behalf of the Borrower.

  • Due Authorization; No Conflicts The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

  • Authorization, Enforcement, Compliance with Other Instruments (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and assuming the execution and delivery thereof and acceptance by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

  • Due Authorization; No Conflict The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

  • Compliance with Laws, Other Instruments, Etc The execution, delivery and performance by the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

  • Conflict with Other Instruments, etc Neither the execution and delivery of any Loan Document to which Borrower is a party nor the consummation of the transactions therein contemplated nor compliance with the terms, conditions and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the certificate of incorporation, the by-laws, or any other organizational documents of Borrower or any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality or any material agreement or instrument to which Borrower is a party or by which it or any of its Property is bound or to which it or any of its Property is subject, or constitute a default thereunder or result in the creation or imposition of any Lien, other than Permitted Liens.

  • NO CONFLICT WITH EXISTING OBLIGATIONS Executive represents that Executive’s performance of all the terms of this Agreement and as an Executive of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

  • Authorization of Borrowing; No Conflict as to Law or Agreements The execution, delivery and performance by the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower’s Owners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

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