Authorization; Enforceability; No Conflicts Sample Clauses
The "Authorization; Enforceability; No Conflicts" clause confirms that each party entering into the agreement has the legal authority and capacity to do so, and that the agreement is valid and binding on them. It typically requires parties to affirm that signing the contract does not violate any other agreements, laws, or obligations they are subject to. This clause ensures that the contract is legally effective and that no external restrictions or prior commitments will interfere with its execution, thereby reducing the risk of future disputes over a party’s ability to perform its obligations.
Authorization; Enforceability; No Conflicts. The execution and delivery by Guarantor of this Guaranty and the performance by Guarantor of its obligations under this Guaranty have been duly authorized by all necessary corporate action and do not violate, breach or contravene (1) Guarantor’s organizational documents or (2) any law or contractual restriction binding on or affecting Guarantor or its properties except where such violation, breach or contravention, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Guarantor’s ability to perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by Guarantor, and constitutes the legal, valid and binding obligation of Guarantor, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). All authorizations, consents and approvals of any governmental authority or third party necessary for the execution, delivery or performance by Guarantor of this Guaranty have been obtained and are in full force and effect.
Authorization; Enforceability; No Conflicts. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by Seller and by all other necessary company action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditor rights generally and except as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement by Seller will not violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under or result in a conflict with (i) the constitutional documents of Seller; (ii) any applicable Law by which Seller or any of its assets is bound; or (iii) any agreement to which Seller is a party or by which it or any of its assets is bound, other than (in the case of each of the foregoing subclauses (i) and (ii)) any such violation, breach or default that would not materially affect its ability to execute, deliver or perform its obligations under this Agreement, and would not otherwise materially burden or delay the consummation of the transactions contemplated hereby.
Authorization; Enforceability; No Conflicts. The Pledgor is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and, other than as consented to by the Collateral Agent, has not changed its jurisdiction of organization in the last year. The Pledgor has all requisite limited liability company or other relevant power and authority to own its assets and to carry on the business in which it is engaged and to execute, deliver, and perform its obligations under this Agreement. The Pledgor’s execution and delivery of this Agreement and performance hereunder do not and will not (a) violate in any material respect any provision of any Legal Requirements presently in effect having applicability to the Pledgor; (b) result in a breach of or constitute a default under any agreement or instrument to which the Pledgor is a party or by which its properties may be bound or affected (including, without limitation, any Project Contract); or (c) violate any provision of the limited liability company agreement of the Pledgor.
Authorization; Enforceability; No Conflicts. (A) It has taken all organizational action necessary to authorize and approve its execution, delivery and performance of this Agreement, the Related Agreements, and the Transactions to which it is a party. Subject to the due execution and delivery by the other parties, this Agreement constitutes, and each Related Agreement to which it is a party, when executed and delivered by it will constitute, the legal, valid and binding obligation of it, enforceable against it in accordance with their respective terms.
(B) Its execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the Transactions in accordance with, and subject to the conditions precedent in, this Agreement and the applicable Related Agreements do not and will not: (i) violate any Legal Requirement applicable to it, its assets or properties; (ii) conflict with, violate or result in a breach of any of the provisions of it’s certificate of formation or operating agreement, if any; or (iii) conflict with, result in a breach of or constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, suspend, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which it is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets or properties), except in the case of clause (i) or clause (iii), for any violation, conflict, breach, default, acceleration, failure to give notice or Lien that, individually or together with all other violations, conflicts, breaches, defaults, accelerations, failures to give notice or Liens, would not have a material adverse effect on its ability to consummate the Transactions contemplated by this Agreement.
(C) Except for filings required pursuant to the HSR Act, it does not need to obtain any Governmental Authorization, or to make any filing with or give any notice to any Governmental Authority, in order for it to consummate the Transactions contemplated hereby and thereby, except where the failure to obtain any Governmental Authorization, individually or together with all other Governmental Authorizations not obtained, would not have a material adverse effect on its ability to consummate the Transactions contemplated by this Agr...
Authorization; Enforceability; No Conflicts. (A) Except for receipt of the Required Stockholder Approval, Ethanex has taken all corporate action necessary to authorize and approve its execution, delivery and performance of this Agreement, the Related Agreements, and the Transactions to which it is a party, and this Agreement constitutes the legal, valid and binding obligation of Ethanex. Without limiting the foregoing, the Board of Directors of Ethanex (at a meeting duly called and held) (i) approved this Agreement and the transactions contemplated hereby, (ii) authorized recommending to the Shareholders an amendment to the certificate of incorporation of Ethanex to increase the authorized number of shares of Common Stock, and (iii) determined that the transactions contemplated by this Agreement were in the best interests of the shareholders of Ethanex. Subject to the due execution and delivery by the other parties, this Agreement constitutes, and each Related Agreement to which it is a party, when executed and delivered by it will constitute, the legal, valid and binding obligation of Ethanex, enforceable against Ethanex in accordance with their respective terms.
(B) Ethanex’s execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the Transactions in accordance with, and subject to the conditions precedent in, this Agreement and the applicable Related Agreements do not and will not: (i) violate any Legal Requirement applicable to Ethanex, its assets or properties; (ii) except as set forth on Ethanex Schedule 6(b)(ii)(B), conflict with, violate or result in a breach of any of the provisions of Ethanex’s certificate of formation or operating agreement, if any; or (iii) conflict with, result in a breach of or constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, suspend, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Ethanex is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets or properties), except in the case of clause (i) or clause (iii), for any violation, conflict, breach, default, acceleration, failure to give notice or Lien that, individually or together with all other violations, conflicts, breaches, defaults, ac...
Authorization; Enforceability; No Conflicts. The execution and delivery by Buyer of this Guarantee and the performance by it of its obligations under this Guarantee and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action and do not, and will not (with or without notice or lapse of time, or both) violate, breach or contravene (i) its organizational documents or (ii) any Law or contractual restriction binding on it except where such violation, breach or contravention, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on its ability to perform its obligations under this Guarantee, and no other action or proceedings are necessary to authorize this Guarantee. This Guarantee has been duly executed and delivered by Buyer, and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the Enforceability Limitations. All consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Guarantee by Buyer have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee.
Authorization; Enforceability; No Conflicts. The execution and delivery by the Equity Provider of this Agreement and the performance of its obligations under this Agreement have been duly authorized by all necessary partnership action and do not violate, breach or contravene (i) its Organizational Documents, or (ii) any law or contractual restriction binding on or affecting the Equity Provider or its properties except where such violation, breach or contravention, individually or in the aggregate, could not reasonably be expected to impair or delay the Equity Provider’s ability to perform its obligations under this Agreement in any material respect. This Agreement has been duly and validly executed and delivered by the Equity Provider, and constitutes the legal, valid and binding obligation of the Equity Provider, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). All authorizations, consents and approvals of any governmental authority or third party necessary for the execution, delivery or performance by the Equity Provider of this Agreement have been obtained and are in full force and effect.
Authorization; Enforceability; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (except for any Liens that may arise under the Loan Documents) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) except as would not be reasonably likely to have a Material Adverse Effect, any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) except as would not be reasonably likely to have a Material Adverse Effect, violate any Requirement of Law. No Loan Party or any of its Subsidiaries is in violation of any Law, the violation of which could be reasonably likely to have a Material Adverse Effect.
Authorization; Enforceability; No Conflicts. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditor rights generally and except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement by Seller will not violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under or result in a conflict with, (i) any applicable Law by which Seller or any of Seller’s assets is bound or (ii) any agreement to which Seller is a party or by which it or any of Seller’s assets is bound, other than (in the case of each of the foregoing subclauses (i) and (ii)) any such violation, breach or default that would not materially affect its ability to execute, deliver or perform its obligations under this Agreement, and would not otherwise materially burden or delay the consummation of the transactions contemplated hereby.
Authorization; Enforceability; No Conflicts. The execution,delivery and performance of this Agreement by Purchaser have been duly and validly authorized by Purchaser and by all other necessary corporate action on the part of Purchaser. This Agreement constitutes the legally valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditor rights generally and except as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement by Purchaser will not violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under or result in a conflict with (i) the constitutional documents of Purchaser; (ii) any applicable Law by which Purchaser or any of its assets is bound; or (iii) any agreement to which Purchaser is a party or by which it or any of its assets is bound, other than (in the case of each of the foregoing subclauses (i) and (ii)) any such violation, breach or default that would not materially affect its ability to execute, deliver or perform its obligations under this Agreement, and would not otherwise materially burden or delay the consummation of the transactions contemplated hereby.