Authorization and Effect Clause Samples

Authorization and Effect. If a corporation, such Purchaser has the requisite corporate power to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. If a corporation, the execution and delivery by such Purchaser of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action by such Purchaser. This Agreement has been duly executed and delivered by such Purchaser and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of AmTrust. This Agreement has been executed and delivered by duly authorized and acting officers of AmTrust, and assuming the due authorization, execution and delivery of this Agreement by Maiden Holdings, constitutes a legal, valid and binding obligation of AmTrust enforceable in accordance with its terms, subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity.

Authorization and Effect. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by each Purchaser, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect. Each party represents and warrants to the other that the person signing this Agreement on behalf of the respective party has the requisite authority to do so, that both parties have been represented by counsel in their review of and prior to executing this Agreement and no further assurances are required for either party to be bound by the terms and conditions of this Agreement.

Authorization and Effect. (a) The execution and delivery by Fidelity of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Fidelity. This Agreement has been duly executed and delivered by Fidelity and, assuming the due execution and delivery of this Agreement by Client, constitutes a valid and binding obligation of Fidelity, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditor's rights generally, and subject to the qualification that general equitable principles may limit the enforcement of certain remedies, including the remedy of specific performance. (b) The execution and delivery by Client of this Agreement and the fulfillment of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Client. This Agreement has been duly executed and delivered by Client and, assuming the due execution and delivery of this Agreement by Fidelity, constitutes a valid and binding obligation of Client, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditor's rights generally, and subject to the qualification that general equitable principles may limit the enforcement of certain remedies, including the remedy of specific performance.

Authorization and Effect. Each Company has full corporate or limited partnership power and authority to enter into and perform its obligations under this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by each applicable Company of this Agreement and the Transaction Documents to which such Company is a party and the consummation by such Company of the transactions contemplated hereunder and thereunder have been duly authorized by all requisite corporate or limited partnership action on the part of such Company and no other corporate or limited partnership proceedings on the part of such Company is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions. This Agreement has been duly executed and delivered by each Company, and (assuming due authorization, execution and delivery by each other Party) this Agreement constitutes a legal, valid and binding obligation of such Company enforceable against such Company in accordance with its terms; subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws of general application relating to or affecting creditors’ rights and to general equity principles. When each Transaction Document to which such Company is or will be a party has been duly executed and delivered by such Company (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of such Company enforceable against it in accordance with its terms; subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws of general application relating to or affecting creditors’ rights and to general equity principles. Without limiting the generality of the foregoing, CFC IPA has the unrestricted power and authority to sell, assign, transfer, convey and deliver the Acquired Assets to PC Buyer.

Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of CPM. This Agreement has been executed and delivered by duly authorized and acting officers of CPM, and assuming the due authorization, execution and delivery of this Agreement by Tower, constitutes a legal, valid and binding obligation of CPM enforceable in accordance with its terms, subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity.

Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of TGI, TICNY and TNIC, including approval by a majority of a committee consisting entirely of independent directors. This Agreement has been executed and delivered by duly authorized and acting officers of TGI, TNIC and TICNY, and assuming the due authorization, execution and delivery of this Agreement by CPH, constitutes a legal, valid and binding obligation of TGI, TICNY, and TNIC, enforceable in accordance with its terms subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity. Other than for the regulatory actions, approvals and consents referred to in Section 6.8 hereof, no authorization or approval from any party, governmental agency, public or quasi-public body or authority of the United States, any state thereof, is necessary for the due execution and delivery by TGI, TICNY and TNIC of this Agreement, or for the validity or enforceability of all the provisions of this Agreement against TGI, TICNY and TNIC or for the transfer of the business contemplated by this Agreement to CPH, or any other action on the part of the, TGI, TICNY and TNIC or any affiliate of Tower, contemplated by this agreement.

Authorization and Effect. The execution, delivery and performance of this letter agreement and any other documents contemplated hereby to be executed by the Seller (including the stock power effecting the transfer of the Shares to the Company) and the consummation of the transaction contemplated by this letter agreement have been duly and validly authorized and approved by all necessary action of the Seller prior to the Seller's execution of this letter agreement. This agreement constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity (whether considered in proceedings at law or in equity).