Authority; Execution Clause Samples

Authority; Execution. The Investor has the power and authority or capacity, as the case may be, and has taken all action necessary, to execute this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. To the extent the Investor is a legal entity, the execution and performance by the Investor of this Agreement, the performance by the Investor of its obligations hereunder and the consummation of the transactions provided for herein have been duly and validly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable. This Agreement has been duly and validly executed by the Investor, and constitutes legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authority; Execution. Each signatory to this Agreement represents and warrants that he/she possesses all necessary capacity and authority to act for, sign and bind the respective entity or person on whose behalf he/she is signing.

Authority; Execution. Each person signing this Agreement warrants that he or she has the full power and authority to execute this Agreement and consummate the transaction contemplated hereby on his or her own behalf, or on behalf of the Party he or she represents, as appropriate. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one instrument. This Agreement shall be executed and delivered via DocuSign and, if requested by either Party prior to Closing, by email (scanned images duly signed in PDF, TIIF or JPG format) and any counterpart executed and delivered via DocuSign and/or email shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The Parties understand that DocuSign electronic signature does not require any additional validation including but not limited to Certificate Authorities. The lack of additional certifications will not, in any way, affect the enforceability of the signatures of any of the Parties. The Parties will not raise any defenses or invoke regulatory or statutory claims attempting to invalidate the enforceability of the documents to which the electronic signature is affixed. Each Party agrees to provide to the other Party a copy of a valid identification (ID) of the person(s) signing this Agreement on behalf of such Party.

Authority; Execution. Such Subscriber has the power and authority or capacity, as the case may be, and has taken all action necessary, to execute this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. To the extent such Subscriber is a legal entity, the execution and performance by such Subscriber of this Agreement, the performance by such Subscriber of its obligations hereunder and the consummation of the transactions provided for herein have been duly and validly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable. This Agreement has been duly and validly executed by such Subscriber, and constitutes legal, valid and binding obligations of such Subscriber, enforceable against such Subscriber in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authority; Execution. The party has all requisite power and authority to execute this Agreement and consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby on the part of the party have been duly and validly authorized by all necessary action on the part of such party.

Authority; Execution. Grantor has the right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Security Agreement, and any other agreements, documents or instruments executed in connection herewith or therewith. Grantor’s execution and performance of this Security Agreement will not constitute, cause or result in any breach or violation of any provision of the partnership agreement, articles of incorporation or by-laws of Grantor, any law or any contractual obligation of Grantor and does not conflict with, constitute a default or require any consent under (other than consents that if not obtained would not have a material adverse effect) or result in the creation of any Lien upon any property or assets of Grantor pursuant to any contractual obligation of Grantor. Upon execution, this Security Agreement will constitute a valid, binding obligation of Grantor to Lender that is enforceable according to its terms, except as the enforceability of this Security Agreement may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally and except as the availability of equitable remedies are subject to the application of equitable principles. No further consent, ratification or approval is required for this Security Agreement to be effective.

Authority; Execution. Seller has all the requisite power and authority, corporate and otherwise, to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement, and each of the other instruments of transfer, conveyance and assignment delivered hereunder, have been duly and validly authorized by all necessary corporate and other action on the part of Seller, and this Agreement and each of such other instruments has been duly executed by Seller. This Agreement constitutes the valid and binding agreement of Seller enforceable against Seller in accordance with its respective terms.

Authority; Execution. Each of the undersigned represents that they are authorized to (1) execute and deliver this Order Form on behalf of their respective party and (2) bind their respective party to the terms of the Agreement. This Order Form and any other documents executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be “in writing” to the same extent and with the same effect as if the document had been signed manually.

Authority; Execution. Purchaser and each of the Designated Purchasers has (or, prior to the execution thereof, will have) all necessary power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the execution and delivery by Purchaser and each Designated Purchaser of each Ancillary Agreement to which it is, or will be, a party, the performance by Purchaser and each Designated Purchaser of its obligations hereunder and thereunder, and the consummation by Purchaser and each Designated Purchaser of the transactions contemplated hereby and thereby, have been (and in the case of each Ancillary Agreement to which Purchaser or a Designated Purchaser is, or will be, a party, will be, prior to the execution thereof), duly and validly authorized by all necessary corporate action of Purchaser and each Designated Purchaser and no other proceeding on the part of Purchaser or a Designated Purchaser is or will be necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreement, the performance of any such Person’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement to which Purchaser or a Designated Purchaser is, or will be, a party, at the time of its execution and delivery will be, duly and validly executed and delivered by Purchaser and such Designated Purchaser and, assuming the due authorization, execution and delivery by each other party thereto, will constitute a legal, valid and binding obligation of Purchaser and each Designated Purchaser enforceable against Purchaser and the Designated Purchaser in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).