Assuming due authorization Sample Clauses

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Assuming due authorization execution and delivery of the Amended and Restated Declaration of Trust by each of the Sponsor, BNY (DE), the Property Trustees and the Regular Trustees, and that each of the Sponsor, the Property Trustee and the Regular Trustees has the power and authority to enter into and perform its obligations under the Amended and Restated Declaration of Trust, the Amended and Restated Declaration of Trust will constitute a legal, valid and binding agreement of BNY (DE), enforceable against BNY (DE), in accordance with its terms.
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Assuming due authorization execution and delivery by each of the other parties hereto and theretoto the other Operative Documents and that each of this Agreement and the other Operative Documents is the legal, valid, binding and enforceable obligation of such other parties, this Agreement and each of the other Operative Documents to which the Authority is or will be a party constitutes (or when executed and delivered will constitute) a legal, valid and binding obligation of the Authority enforceable against it in accordance with the terms hereof and thereof.
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Assuming due authorization execution and delivery by the parties thereto, the CD Indentures constitute valid and legally binding instruments of the Issuer, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws affecting creditors' rights generally, by general equitable principles (whether considered in a proceeding at law or in equity) and by an implied covenant of good faith, reasonableness and fair dealing. We express no opinion on (i) the last sentence of Section 1.4 of the Indenture, (ii) Section 1.5 of the Indenture (insofar as federal law may be applied), (iii) Sections 1.6, 1.11, 1.12, 8.11 and 13.12 of the Indenture and (iv) matters relating to "Indenture Legislation" as defined in the Indenture.
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Related to Assuming due authorization

  • Due Authorization The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

  • Due Authorization, etc The Transaction Documents have been, and each instrument provided for herein or therein to which Buyer is a party will be, when executed and delivered as contemplated hereby, duly authorized, executed and delivered by Buyer and the Transaction Documents constitute, and each such instrument will constitute, when executed and delivered as contemplated hereby, legal, valid and binding obligations of the Buyer enforceable in accordance with their terms.

  • Due Authorization and Issuance All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

  • Organization; Due Authorization If such Sponsor is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor.

  • 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.