Authorization; Binding Authority; Enforceability Clause Samples

Authorization; Binding Authority; Enforceability. (a) The Purchaser has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, to consummate the transactions contemplated hereby, and to purchase the Purchased Shares from the Sellers pursuant to the provisions of this Agreement. (b) This Agreement has been duly executed and delivered by the Purchaser, and constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms.

Authorization; Binding Authority; Enforceability. (a) This Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. (b) The execution of this Agreement by the Seller, the consummation of the transactions contemplated herein, and the fulfillment of this Agreement in accordance with its terms, will not conflict with or constitute a breach of any agreement to which such Seller is a party and will not trigger any right of first refusal, tag-along rights or pre-emptive rights.

Authorization; Binding Authority; Enforceability. (a) The Purchaser has full corporate power and authority (including the approvals of all applicable corporate organs) to execute and deliver this Agreement and each of the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to purchase the Purchased Shares from FIMGold pursuant to the provisions of this Agreement, and no further consent or authorization of the Purchaser is or will at the Closing be required. The execution, delivery and consummation by Purchaser of this Agreement and each other Transaction Document to which Purchaser is a party have been duly authorized by Purchaser and all actions on the part of Purchaser and its relevant corporate organs necessary for the authorization, execution, delivery of and performance of all obligations of Purchaser under this Agreement and the other Transaction Documents to which Purchaser is a party have been taken; and no further consent or authorization of Purchaser or of any of its corporate organs, is or will be required at the Closing. (b) This Agreement has been duly executed and delivered by the Purchaser, and constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity.

Authorization; Binding Authority; Enforceability. It has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms. No provisions of any applicable law or regulation, or any order or decree of any court or Governmental body or any agreement to which Seller is a party or by which it is bound have been or will be violated by the execution and delivery of this Agreement or by the consummation of the transactions contemplated hereby. No authorization, approval or consent of, or filing with, any third party, including any Governmental or official body, is required of the Seller in connection with the execution and delivery of this Agreement or, other than the Anti-trust Approval, the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser is not bound by any agreement in respect of the Purchased Shares.

Authorization; Binding Authority; Enforceability. Each of FIMGold and the GP is duly organized and validly existing under the laws of the State of Israel, and each of them has all requisite power and authority to execute and deliver this Agreement and each other document delivered or to be delivered thereby hereunder (collectively with this Agreement, the “Transaction Documents”) and to perform all of its obligations hereunder and thereunder. The execution, delivery and consummation by each of FIMGold and the GP of this Agreement and each other Transaction Document to which it is a party have been duly authorized by FIMGold or the GP, as the case may be, and all actions on the part of FIMGold or on the part of the GP necessary for the authorization, execution, delivery of and performance of all obligations of FIMGold or the GP, as the case may be, under this Agreement and the other Transaction Documents to which FIMGold or the GP, as the case may be, is a party have been taken or will be taken before the Closing; and no further consent or authorization of FIMGold or the GP, as the case may be, is or will be required at the Closing. This Agreement has been duly executed and delivered by each of FIMGold and the GP and each other Transaction Document to which FIMGold or the GP, as the case may be, is a party and constitutes or will constitute the legal, valid and binding obligation of FIMGold or the GP, as the case may be, enforceable against FIMGold or the GP, as the case may be, in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity.

Authorization; Binding Authority; Enforceability. The Seller is duly organized and validly existing under the laws of the State of Israel, and it has all requisite power and authority to execute and deliver this Agreement and each other document delivered or to be delivered thereby hereunder (collectively with this Agreement, the "Transaction Documents") and to perform all of its obligations hereunder and thereunder. The term "Transaction Documents" shall refer to this Agreement, the Escrow Agreement and all closing deliverables required under Section 1.5

Authorization; Binding Authority; Enforceability. 4.2.1. Subject to obtaining the consents and approvals as per Clause 7 below prior to Closing, the Purchaser has full corporate power and authority to execute and deliver this Agreement, it has obtained all applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and to perform its obligations under this Agreement, to effect Closing and consummate the transactions contemplated under this Agreement and any other Transaction Document to which it is (or is proposed to be) a party, including, but not limited to, the purchase of the Purchased Shares from the Sellers pursuant to the provisions of this Agreement. 4.2.2. This Agreement once executed and delivered by the Purchaser, shall constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. 4.2.3. Entry into and performance by the Purchaser of this Agreement and/or any Transaction Document to which it is a party, will not violate or conflict with the provisions of its memorandum and articles of association in any way that would materially adversely affect its ability to enter into or perform its obligations under this Agreement and/or any Transaction Document to which it is a party. 4.2.4. Subject to fulfillment of the Conditions, neither entry into this Agreement nor entry into, and implementation of, the transactions contemplated under this Agreement or any of the Transaction Documents to which it is (or is proposed to be) a party, will: 4.2.4.1. result in violation or breach of any applicable laws or regulations in any relevant jurisdiction; 4.2.4.2. amount to a violation or default with respect to any statute, regulation, order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction; or 4.2.4.3. result in a breach of, or give rise to a default under, any contract or other instrument, by the Purchaser, which, in each case, would materially and adversely affect its ability to enter into or perform its obligations under this Agreement and/or any Transaction Document to which it is a party. 4.2.5. No order has been made, petition presented or meeting convened for the winding up of the Purchaser or any of its direct or indirect holding companies or subsidiaries, or for the appointment of any provisional liquidator. 4.2.6. So far as the Purchaser is aware, the Purchaser is not subject to any order, judgment...

Authorization; Binding Authority; Enforceability. The Investor has obtained all authorizations from SN and all applicable governmental, statutory, regulatory or other consents, licences, authorizations, waivers or exemptions required to empower him to enter into and to perform his obligations hereunder, to consummate the transactions contemplated by this Agreement and by any other Transaction Document to which he is (or is proposed to be) a party, and to purchase the Issued Shares from Lapis pursuant and subject to the provisions of this Agreement.

Authorization; Binding Authority; Enforceability. 3.4.1. This Agreement has been duly executed and delivered by each of the Sellers, and constitutes a legal, valid and binding obligation of each of the Sellers, enforceable against it in accordance with its terms. 3.4.2. The execution of this Agreement by the Sellers and the consummation of the transaction contemplated herein by the Sellers will not constitute a breach of any agreement, other than where such breach would not have a Material Adverse Effect, to which the Sellers are parties and will not trigger any right of first refusal, tag-along rights or pre-emptive rights in respect of the Purchased Shares.