Authorization of Transaction; Consents Sample Clauses

Authorization of Transaction; Consents. Buyer has full power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the other documents to be delivered by Buyer pursuant to this Agreement have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement and the other documents to be delivered by Buyer pursuant to this Agreement have been duly executed and delivered (or, in the case of any such documents to be executed and delivered at Closing, when executed and delivered will be duly executed and delivered) and constitute (or, in the case of any such documents to be executed and delivered at Closing, when executed and delivered will constitute) the valid and legally binding obligation of Buyer, enforceable against it in accordance with its terms and conditions. Except for any notices that may be required pursuant to the HSR Act or as otherwise set forth on Schedule 4.2, Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or other third party in order to consummate the transactions contemplated by this Agreement and the agreements contemplated hereby in a lawful manner and without causing a default under, conflict with, or acceleration, violation or termination of any material legal requirement or material contract or agreement to which the Buyer is a party or bound.
Sample 1
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Authorization of Transaction; Consents. (a) Seller has the requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. This Agreement constitutes, and, when executed, the other Transaction Documents to which Seller is a party will constitute, the valid and legally binding obligation of Seller enforceable in accordance with their respective terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditor’s rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at Law or in equity). The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by Seller.
Sample 1
Authorization of Transaction; Consents. Buyer has full power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against it in accordance with its terms and conditions. Except for any notices that may be required under federal or state securities laws or as otherwise set forth on Schedule 4.2, Buyer does not need to give any notice to , make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other third party in order to consummate the transactions contemplated by this Agreement and the agreements contemplated hereby in a lawful manner and without causing a default under, conflict with, or acceleration, violation or termination of any legal requirement or contract or agreement to which Buyer is a party or bound.
Sample 1
Authorization of Transaction; Consents. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer and its board of directors and shareholders. Buyer has full power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by the application of general equitable principles. When executed and delivered in accordance with this Agreement, the Related Agreements will constitute the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms and conditions, except as the enforceability of any Related Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by the application of general equitable principles. Except for any notices that may be required under federal or state securities laws or as otherwise set forth on Schedule 3.2, Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or other third party in order to consummate the transactions contemplated by this Agreement and the agreements contemplated hereby in a lawful manner and without causing a default under, conflict with, or acceleration, violation, or termination of any legal requirement or contract or agreement to which Buyer is a party or bound.
Sample 1
Authorization of Transaction; Consents. Buyer has full power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by the application of general equitable principles. Except for any notices that may be required under federal or state securities laws, and assuming the accuracy of the representations of Sellers in Section 4.3, Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or other third party (including any shareholder of Buyer) in order to consummate the transactions contemplated by this Agreement and the agreements contemplated hereby in a lawful manner and without causing a default under, conflict with, or acceleration, violation, or termination of any legal requirement or any contract or agreement to which Buyer is a party or bound.
Sample 1
Authorization of Transaction; Consents. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.
Sample 1
Authorization of Transaction; Consents. Each Stockholder has full power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform his obligations hereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of each Stockholder, enforceable against him or her in accordance with its terms and conditions. Except as set forth in Schedule 3.2, none of the Stockholders needs to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other third party in order to consummate the transactions contemplated by this Agreement and the agreements contemplated hereby and the transactions contemplated hereby and thereby in a lawful manner and without causing a default under, conflict with, or acceleration, violation or termination of any legal requirement and contract or agreement to which any Stockholder or the Company is a party or bound.
Sample 1
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Authorization of Transaction; Consents. Each of Buyer and Merger Sub has full power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of each of Buyer and Merger Sub, enforceable against them in accordance with its terms and conditions. Except for any notices that may be required pursuant to the Hart-Xxxxx-Xxxxxx Xxt or under federal or state securities laws or as otherwise set forth on Schedule 4.2, neither Buyer nor Merger Sub needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or other third party in order to consummate the transactions contemplated by this Agreement and the agreements contemplated hereby in a lawful manner and without causing a default under, conflict with, or acceleration, violation or termination of any legal requirement or contract or agreement to which Buyer or Merger Sub is a party or bound.
Sample 1

Related to Authorization of Transaction; Consents

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Effect of Transactions Neither the execution of this Agreement nor the approval or consummation of the Transactions (whether alone or together with any other event (such as a termination of employment)) will: (i) result in any payment or benefit becoming due to any Service Provider under any MAMP Benefit Plan or MAMP Service Agreement; (ii) increase benefits otherwise payable or due under any MAMP Benefit Plan or MAMP Service Agreement or require the funding of any amounts under any MAMP Benefit Plan or MAMP Service Agreement; or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

  • Effect of Transaction (i) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Limitation of Transactions Subordination 16 SECTION 6.1

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

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