Authority, Approvals and Consents. Purchaser has the corporate power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Directors of Purchaser and by their respective stockholders and no other corporate or other proceedings on the part of Purchaser are necessary to authorize and approve this Agreement and the transactions contemplated hereby. Purchaser hereby expressly represents that they have fully and properly complied with all aspects of applicable Delaware corporate law in entering into this Agreement and for consummating the transactions contemplated hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
Authority, Approvals and Consents. (a) Seller has the corporate power and authority to execute, deliver and perform this Agreement and at the Closing each Rockwood Seller will have the corporate power and authority (or equivalent power and authority) to execute, deliver and perform the Ancillary Documents to be executed and delivered by such Rockwood Sellers and, in each case, to consummate the transactions contemplated hereby and thereby by such party. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been, and at the Closing the execution, delivery and performance by each Rockwood Seller of the Ancillary Documents to which they are, or are specified to be, a party and the consummation of the transactions contemplated thereby by the Rockwood Sellers will have been, duly authorized and approved by the Board of Directors (or comparable governing body) of Seller and each of the other Rockwood Sellers, as applicable, and no other corporate (or other equivalent) proceedings on the part of the Rockwood Sellers or the shareholders or other equity holders of the Rockwood Sellers are necessary to authorize and approve this Agreement and the Ancillary Documents to be executed and delivered by the Rockwood Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, and the Ancillary Documents to be executed and delivered by any Rockwood Seller at the Closing will be duly executed and delivered by such Rockwood Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Rockwood Seller will constitute, a valid and binding obligation of Seller or such Rockwood Seller, as the case may be, enforceable against Seller or such Rockwood Seller, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting creditors’ rights generally.
Authority, Approvals and Consents. The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not:
Authority, Approvals and Consents. UAG has the corporate power and authority to enter into this Agreement and the Documents to which it is a party and to perform its obligations hereunder and thereunder. At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of UAG and no other corporate proceedings on the part of UAG will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligation of, UAG, enforceable against UAG in accordance with their respective terms. Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by UAG of this Agreement and the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not:
Authority, Approvals and Consents. Intcomex and the Intcomex Parties have the organizational power and authority to enter into this Agreement and the other Transaction Documents to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the board of directors or similar governing body of Intcomex and the other Intcomex Parties and no other organizational proceedings on the part of Intcomex and the other Intcomex Parties are necessary to authorize and approve this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Intcomex and the other Intcomex Parties, and constitutes a valid and binding obligation of Intcomex and the other Intcomex Parties, enforceable against each of them in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). The execution, delivery and performance by Intcomex and the other Intcomex Parties of this Agreement and the other Transaction Documents to which any of them is a party and the consummation of the transactions contemplated hereby and thereby do not and will not:
Authority, Approvals and Consents. None of Parent or any of its Subsidiaries is in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to Parent. Except as set forth on SCHEDULE 5.1.5(A), neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which any Parent Entity will be a party as of the Closing, nor the consummation by the Parent Entities of the transactions contemplated hereby and thereby, does or will constitute, result in or give rise to (i) a breach or default under any provision of the Organizational Documents of Parent or its Subsidiaries, (ii) a breach, violation or default under (a) any 63 statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to Parent or its Subsidiaries or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to such Parent or its Subsidiaries, (iii) the imposition of any Lien upon any assets of Parent or its Subsidiaries or (iv) a breach or default under or the occurrence of any event which, with notice or lapse of time or both, would constitute a default under (or the acceleration of the time for performance of any obligation under or the termination, cancellation or non-renewal of) any Contracts of Parent or its Subsidiaries (or binding on their assets, businesses or properties), except with respect to clauses (ii)(b), (iii) and (iv) as would not have a Material Adverse Effect with respect to Parent. Except as set forth in SCHEDULE 5.1.5(B) and except for the filing of the P Merger Agreement and the Certificate of S Merger, in each case with the Delaware Secretary of State and filings required in connection with the HSR Act, no approval, consent, waiver, authorization or other order of and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any Person party to any Contracts of Parent or its Subsidiaries (or binding on their assets, business or properties) is required to be obtained or made by or on behalf of any of Parent or its Subsidiaries in connection with the execution, delivery or performance of this Agreement by them and the consummation by them of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording would not have a Materi...
Authority, Approvals and Consents. Seller has the corporate power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Directors of Seller and by their respective stockholders and no other corporate or other proceedings on the part of Seller are necessary to authorize and approve this Agreement and the transactions contemplated hereby. Seller hereby expressly represents that they have fully and properly complied with all aspects of applicable Massachusetts corporate law in entering into this Agreement and for consummating the transactions contemplated hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Except as set forth or referred to above on Schedule 4.2(ii) hereto, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority is necessary to be obtained or made by Seller to enable Purchaser to continue to conduct the Business and use the Assets after the Closing in a manner which is in all material respects consistent with that in which the Business is presently conducted and as the Assets are currently utilized. Furthermore, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, creditor or other party is necessary to be obtained or has not been obtained by Seller prior to Closing to effectively convey to Purchaser good, clear and marketable title to the Assets, free of any and all claims of any party with respect thereto (except as set forth in Section 4.4 herein below and provided in Schedule 4.2(ii)).
Authority, Approvals and Consents. The Company has the corporate power and authority to enter into this Agreement and the other documents referenced herein or related hereto (collectively, the "Transaction Documents") and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize and approve this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms. The execution, delivery and performance by the Company and the Stockholders of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not:
Authority, Approvals and Consents. The Company has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize and approve this Agreement and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms. The execution, delivery and performance by the Company and the Stockholder of this Agreement and Real Estate Purchase Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not:
Authority, Approvals and Consents. UAG and Sub have the corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder. This Agreement has been duly executed and delivered by, and constitutes valid and binding obligation of, UAG and Sub, enforceable against UAG and Sub in accordance with its terms. Except as set forth on SCHEDULE 4.3 hereto, the execution, delivery and performance by UAG and Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not:
