Authority; Validity; Enforceability Clause Samples
The 'Authority; Validity; Enforceability' clause confirms that each party entering into the agreement has the legal power and proper authorization to do so, and that the agreement itself is legally binding and enforceable. In practice, this means that the individuals signing have been duly empowered by their respective organizations, and that the contract does not violate any laws or regulations that would render it invalid. This clause serves to assure all parties that the agreement is legitimate and can be upheld in court, thereby reducing the risk of future disputes over the contract’s legal standing.
Authority; Validity; Enforceability. (A) Each of the Company and each of its Significant Subsidiaries has the requisite power and authority to execute, deliver and perform each of the Loan Documents which have been executed by it (if any) as required by this Agreement and the other Loan Documents.
(B) The execution, delivery, and performance, of each of the Loan Documents which have been executed as required by this Agreement, the other Loan Documents or otherwise to which the Company or any of its Significant Subsidiaries is party, and the consummation of the transactions contemplated thereby, have been duly authorized by all requisite corporate, partnership or limited liability company acts (or analogous acts in the case of any Foreign Subsidiary), including any required shareholder or partner approval, of the Company or any such Significant Subsidiary, respectively.
(C) Each of the Loan Documents to which the Company or any of its Significant Subsidiaries is a party has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles).
Authority; Validity; Enforceability. The Company has the corporate power and authority to make and carry out this Agreement and the transactions contemplated herein, to make the borrowings provided for herein and to perform its obligations hereunder; and all such action has been duly authorized by all necessary corporate proceedings on its part. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights and general principles of equity.
Authority; Validity; Enforceability. Buyer has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. This Agreement has been duly authorized, executed, and delivered by Buyer and is a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. This Agreement and Buyer's consummation of the transactions contemplated hereby have been duly approved by Buyer's Board of Directors.
Authority; Validity; Enforceability. Each Seller has the requisite power and authority to execute and deliver the Transaction Documents, as applicable, and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other action on the part of each Seller, and no other proceedings on the part of such Seller or its board of directors or stockholders is necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by or on behalf of each Seller, and when executed and delivered, the Transaction Documents will be valid and legally binding obligations of each Seller, enforceable against each such Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles.
Authority; Validity; Enforceability. Seller has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. This Agreement has been duly authorized, executed, and delivered by Seller and is a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms. This Agreement and Seller's consummation of the transactions contemplated hereby have been duly approved by the board of directors of Seller and by the requisite vote of the shareholders.
Authority; Validity; Enforceability. Buyer has the requisite power and authority to execute and deliver the Transaction Documents, as applicable, and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other action on the part of Buyer, and no other proceedings on the part of Buyer is necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby or thereby. The Transaction Documents have been duly executed and delivered by or on behalf of Buyer, and are valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles.
Authority; Validity; Enforceability. It has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and the Note Documents and has taken all required action to authorize the execution and delivery of this Agreement and the other Note Documents. This Agreement, when executed and delivered by it, will constitute valid and legally binding obligations of each Initial Investor, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authority; Validity; Enforceability. 55 6.3. No Conflict; Governmental Consents................................................................ 55 6.4. Financial Statements.............................................................................. 55 6.5. No Material Adverse Change........................................................................ 56 6.6. Taxes............................................................................................. 56 6.7. Litigation........................................................................................ 56 6.8. Significant Subsidiaries.......................................................................... 56 6.9. ERISA............................................................................................. 56 6.10. Accuracy of Information........................................................................... 57 6.11.
Authority; Validity; Enforceability. Each Seller has the requisite power and authority to execute and deliver the Transaction Documents, as applicable, and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other action on the part of each Seller, and no other proceedings on the part of such Seller or its board of directors or stockholders is necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby or thereby. The Transaction Documents have been duly executed and delivered by or on behalf of each Seller, respectively, and are valid and legally binding obligations of each Seller, enforceable against each such Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles. The consummation of the transactions contemplated in the Transaction Documents has been approved by all classes or series of BSG capital stock or other equity interests, and by all classes or series of ISS capital stock or other equity interests, necessary to adopt the Transaction Documents and to approve the transactions contemplated hereby and thereby.
Authority; Validity; Enforceability. Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and each other agreement to be executed and delivered by it at Closing (the "Seller Transaction Agreements"), to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder. Each Seller Transaction Agreement has been duly authorized, executed, and delivered by or on behalf of Parent or Sub, as the case may be, and is a valid and legally binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. Each Seller Transaction Agreement and Parent and Sub's consummation of the transactions contemplated hereby and thereby have been duly approved by their respective boards of directors. No vote or other approval of either Parent or Sub's stockholders is required in connection with this or any of the Seller Transaction Agreements or any of the transactions contemplated hereby or thereby.