Authority; Capacity Clause Samples

Authority; Capacity. Purchaser has the power and authority to enter into and perform this Agreement and any instruments or other documents executed pursuant hereto. This Agreement and any instruments or other documents executed pursuant hereto, and the execution, delivery and performance hereof and thereof have been duly authorized and approved by all necessary corporate action on the part of Purchaser, and this Agreement and the instruments and documents executed pursuant hereto constitutes, or when executed will constitute, the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies.

Authority; Capacity. Seller has the power and authority to enter into and perform its obligations under this PR Purchase Agreement and any other documents and instruments executed by it pursuant hereto. The execution and delivery by Seller of this PR Purchase Agreement and any other documents or instruments executed pursuant hereto to which Seller is or, as of the PR Closing, will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Seller (or its applicable Affiliate) prior to the date of this PR Purchase Agreement, and no further approvals or authorizations are required of Seller or any of its Affiliates in connection with the foregoing. This PR Purchase Agreement has been duly executed and delivered by Seller and is a valid and legally binding obligation of Seller, and the other documents and instruments executed pursuant hereto to which Seller (or an Affiliate) is or as of the PR Closing will be a party have been, or at the PR Closing will be, duly executed and delivered by Seller (or its applicable Affiliate) and assuming due authorization, execution, and delivery of this PR Purchase Agreement and the other documents and instruments executed pursuant hereto by the other parties hereto and thereto, constitute, or at the PR Closing will constitute, valid and binding agreements of Seller (or its applicable Affiliate), enforceable against Seller (in each case, or its applicable Affiliate) in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equitable principles).

Authority; Capacity. Clinigence has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder, and to consummate the Merger. The execution and delivery of this Agreement and the other Transaction Documents and the consummation by Clinigence of the Merger have been, or will be as of the Closing Date, duly and validly authorized by all requisite actions and no other corporate or other proceedings on the part of Clinigence are necessary to authorize this Agreement or to consummate the Merger. This Agreement, the Transaction Documents and the consummation of the Merger have been, or will be as of the Closing Date, approved by Clinigence’s Board of Directors and the Clinigence Stockholders. This Agreement has been and, at Closing, the other Transaction Documents will be, duly and validly executed and delivered by Clinigence. This Agreement constitutes and, at Closing, together with the other Transaction Documents, will constitute the legal, valid and binding obligation of Clinigence, enforceable against Clinigence in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

Authority; Capacity. The Buyer has full power and authority to execute and deliver, and to perform its duties and obligations under, this Agreement. The execution and delivery of, the performance of its obligations under, and the consummation of the transactions contemplated by, this Agreement and any agreement, document, instrument or certificate executed or to be executed in connection with this Agreement, have been duly authorized by all necessary action on the part of the Buyer. This Agreement is the legal, valid and binding obligation of the Buyer and is enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought.

Authority; Capacity. Seller has the partnership power and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder, and that all requisite action necessary to authorize Seller to enter into this Contract and to carry out Seller's obligations hereunder has been taken. The execution, delivery and performance of this Contract by Seller have been duly and validly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained. There is no agreement to which Seller is a party or, to Seller’s knowledge, that is binding on Seller which is in conflict with this Contract.

Authority; Capacity. Each of JPM and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement to which JPM or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by JPM and each of its Subsidiaries that is a party to such agreement, and the consummation by JPM and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of JPM and such Subsidiary, as applicable. This Agreement and the Banking Related Agreement have been duly and validly executed and delivered by JPM and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by BNY and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the valid, legal and binding obligation of JPM and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions.

Authority; Capacity. Each individual executing this Agreement on behalf of either Party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said Party. Each individual further represents and warrants to the other that (a) it has the requisite legal capacity and authority to enter into and fully perform each and all of its obligations under this Agreement, and (b) this Agreement does not in any way violate any covenant, contract, agreement, instrument or understanding by which such Party is bound.

Authority; Capacity. Seller has the power and authority to enter into and perform this Agreement and any other documents executed pursuant hereto. This Agreement and any other documents executed pursuant hereto and the execution, delivery and performance hereof and thereof have been duly authorized and approved by (or when executed, will have been duly authorized and approved by) all necessary corporate action on the part of Seller, and this Agreement and the documents executed pursuant hereto constitute, or when executed will constitute, the valid and binding obligations of Seller (assuming due authorization and execution by Purchaser), enforceable against Seller in accordance with their terms, except as enforcement may be limited by receivership, conservatorship and the supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of Law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies (each of the foregoing, an “Enforceability Exception”).

Authority; Capacity. Buyer has full power and authority to execute and deliver, and to perform its duties and obligations under, this Agreement. This Agreement is the legal, valid, and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally.