Authority, Validity and Effect Sample Clauses
The 'Authority, Validity and Effect' clause establishes that the parties entering into the agreement have the legal power and proper authorization to do so, and that the agreement is legally binding and enforceable. Typically, this clause requires each party to confirm that their representatives are duly authorized and that no other approvals or consents are needed for the agreement to take effect. By including this provision, the clause ensures that the contract is valid from the outset and helps prevent disputes over whether the agreement is enforceable or if a party lacked authority to bind itself.
Authority, Validity and Effect. Buyer has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other Transaction Documents, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated herein and therein have been duly and validly authorized by all necessary other action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the Company and each Seller, constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the General Enforceability Exceptions.
Authority, Validity and Effect. The Seller has all requisite authority and full legal capacity to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein. Such Seller has full power and authority to execute, deliver and perform this Agreement. This Agreement has been duly executed and delivered by the Seller pursuant to all necessary authorization and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) laws of general application relating to bankruptcy, insolvency, the relief of debtors, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to, or principles of equity affecting creditors' rights, the relief of debtors and remedies generally (the "General Enforceability Exceptions"). No further action on the part of the Seller is or will be required in connection with the authorization of the transactions contemplated by this Agreement.
Authority, Validity and Effect. Buyer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement or the Ancillary Agreements and to consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by Buyer. This Agreement and the Ancillary Agreements are the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with the terms hereof and thereof, except as limited by the General Enforceability Exceptions.
Authority, Validity and Effect. Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by Seller. This Agreement and the Ancillary Agreements are the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof or thereof, except as limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally from time to time in effect, or (ii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) (the “General Enforceability Exceptions”).
Authority, Validity and Effect. The Seller has all requisite corporate power and authority to enter into and perform the Seller’s obligations under this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by the Seller pursuant to all necessary corporate authorization and is the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity.
Authority, Validity and Effect. Such Seller has all requisite power and authority or capacity to enter into and perform such Seller’s obligations under this Agreement and to consummate the transactions contemplated hereby, including the Share Purchase, and this Agreement has been duly executed and delivered by such Seller pursuant to all necessary authorization and is the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by the General Enforceability Exceptions. To the extent that such Seller is not a natural person, such Seller is an entity duly organized, validly existing and, where such concept is recognized, in good standing under the Laws of the jurisdiction of its incorporation or formation. The execution and delivery by such Seller of this Agreement and any other Ancillary Agreement to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby, including the Share Purchase, have been duly authorized by all requisite action on the part of such Seller.
Authority, Validity and Effect. Each Seller has all requisite power and authority (corporate or otherwise) to execute and deliver each Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Document and to perform and consummate the Transactions. Each Document to which a Seller is a party, and the performance of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite action on the part of such Seller, and each Document to which the Seller is a party has been duly and validly executed and delivered by the Seller, and constitutes, or upon its execution and delivery as contemplated by this Agreement will constitute, a valid and legally binding obligation of such Seller, enforceable against each Seller in accordance with its terms and conditions, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Authority, Validity and Effect. The execution and delivery by the Company of this Warrant and the performance of all obligations of the Company hereunder, including the issuance to the Holder of the right to acquire the Warrant Shares hereunder, have been duly authorized by all necessary corporate action on the part of the Company, and this Warrant constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its remaining terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally, and subject to general principles of equity. The execution and delivery of this Warrant by the Company does not violate or conflict with the Company’s Articles of Incorporation or Bylaws.
Authority, Validity and Effect. Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which Seller is party has been duly executed and delivered by Seller. This Agreement and each of the Ancillary Agreements to which Seller is party is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its respective terms, except as limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect, (ii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) or (iii) rules concerning specific performance (the “General Enforceability Exceptions”).
Authority, Validity and Effect. Seller has the requisite corporate power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transaction. The execution and delivery by Seller of this Agreement and the Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation of the Transaction has been duly and validly authorized by all requisite action on the part of Seller and no other proceedings on the part of Seller are necessary to authorize the consummation of the Transaction. This Agreement has been, and upon their execution the Ancillary Agreements to which it is a party shall have been, duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by ▇▇▇▇▇▇▇▇▇ and the other Parties or the parties thereto) this Agreement constitutes, and upon their execution the Ancillary Agreements to which it is a party shall constitute, the legal, valid and binding agreement of Seller and is enforceable against Seller in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).