Authorization for Transaction Sample Clauses

Authorization for Transaction. The Buyer has the power and authority ----------------------------- (including full corporate power and authority) to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder. All corporate and other actions and proceedings to be taken by or on the part of the Buyer to authorize and permit the execution and delivery by the Buyer of each Transaction Document to which it is a party and the instruments to be executed and delivered by the Buyer pursuant thereto, and the performance of the Buyer of its obligations thereunder, and the consummation by the Buyer of the transactions contemplated therein, have been duly and properly taken. Each Transaction Document to which the Buyer is a party has been duly executed and delivered by the Buyer an is Enforceable against the Buyer.
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Authorization for Transaction. . . 19 Section 3.3 Buyer Shares Issued to McGaxxx xxx Accu-Fab . . . . . . . . . . 20 Section 3.4 Brokers . . . . . . . . . . . . . . . . . 20
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Authorization for Transaction. Each of the Buyer and TS Acquisition has the corporate power and authority to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder and the Purchase Subsidiary has full power, limited liability company or otherwise, to enter into this Agreement, to perform its obligations hereunder and to perform its obligations hereunder and under the Transaction Documents to which it is a party. All corporate and other actions and proceedings to be taken by or on the part of each of the Buyer and TS Acquisition to authorize and permit the execution and delivery by the it of each Transaction Document to which it is a party and the instruments to be executed and delivered by it pursuant thereto, and the performance of each of the Buyer and TS Acquisition of its obligations thereunder, and the consummation by each of the Buyer and TS Acquisition of the transactions contemplated therein, have been or will be prior to the TSI Closing or Teligent Closing, as applicable, duly and properly taken. Each Transaction Document to which each of the Buyer or TS Acquisition is a party has been or will be prior to the TS Closing or Teligent Closing, as applicable, duly executed and delivered by the Buyer or TS Acquisition, as applicable, and is or will be Enforceable against the Buyer or TS Acquisition, as applicable.
Sample 1
Authorization for Transaction. The Buyer has the corporate power and authority to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder and the Purchase Subsidiary has full power, limited liability company or otherwise, to enter into this Agreement, to perform its obligations hereunder and to consummate the Transaction. All corporate and other actions and proceedings to be taken by or on the part of the Buyer to authorize and permit the execution and delivery by the Buyer of each Transaction Document to which it is a party and the instruments to be executed and delivered by the Buyer pursuant thereto, and the performance of the Buyer of its obligations thereunder, and the consummation by the Buyer of the transactions contemplated therein, have been or will be prior to the Closing duly and properly taken. Each Transaction Document to which the Buyer is a party has been or will be prior to the Closing duly executed and delivered by the Buyer and is or will be Enforceable against the Buyer.
Sample 1
Authorization for Transaction. Buyer has full corporate power and ----------------------------- authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to the effect of bankruptcy or similar insolvency laws affecting rights of creditors generally and the availability of specific enforcement, injunctive relief and other equitable remedies.
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Authorization for Transaction. 22 4.3 Noncontravention................................................. 22 4.4
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Authorization for Transaction. The Vendor has all requisite corporate power and authority to execute and deliver this Agreement and all agreements, documents, certificates or instruments being delivered by the Vendor at Completion pursuant to this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the Board of Directors of the Vendor duly authorized the execution, delivery and performance of this Agreement and its Schedules as well as all other necessary documents for Completion or to implement the transaction. This Agreement constitutes the valid and legally binding obligations of the Vendor enforceable against the Vendor in accordance with their terms.
Sample 1
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Authorization for Transaction. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and all agreements, documents, certificates or instruments being delivered by the Purchaser at Completion pursuant to this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the Board of Directors of the Purchaser duly authorized the execution, delivery and performance of this Agreement and its Schedules as well as all other necessary documents for Completion or to implement the transaction. This Agreement constitutes the valid and legally binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms.
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Authorization for Transaction. The Grantor has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
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Related to Authorization for Transaction

  • Authorization for Agreement The execution and performance of this ---------------------------- Agreement by Licensee and Manager have been duly authorized by all necessary laws, resolutions or corporate action, and this Agreement constitutes the valid and enforceable obligations of Licensee and Manager in accordance with its terms except as such enforceability may be limited by creditors rights laws and general principles of equity.

  • Authorization to Enter into Certain Transactions (a) The Trustees shall conduct the affairs of the Trust in accordance with and subject to the terms of this Trust Agreement. In accordance with the following provisions (i) and (ii), the Trustees shall have the authority to enter into all transactions and agreements determined by the Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees, under this Trust Agreement, and to perform all acts in furtherance thereof, including the following:

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Agreements, Etc The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder and the issuance, sale and delivery of the Note have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended, or the Bylaws of the Company, as amended, or will not result in a violation of any provision of any indenture, agreement or other instrument to which the Company, or any of its properties or assets is bound, or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, encumbrance, or, to the Company’s knowledge, claim of any nature whatsoever upon any of the properties or assets of the Company, the result of any of which would have a material adverse effect on the business of the Company.

  • Authorization of Basic Documents As of the Closing Date, each of the Basic Documents to which any of the Depositor, NMAC or the Trust is a party and the Depositor LLC Agreement has been duly authorized, executed and delivered by each such entity, and (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitutes the legal, valid and binding agreement of the Depositor and NMAC, as applicable, enforceable against such party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting 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.

  • Organization; Authorization; Validity of Agreement; Necessary Action If such Company Y Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

  • Authorization of Units The outstanding common units of limited partnership in the Operating Partnership (“OP Units”) have been duly authorized for issuance by the Operating Partnership, and are validly issued. The OP Units have been offered, issued and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) in all material respects and conform to the description thereof contained in the Registration Statement and the Prospectus in all material respects. None of the OP Units were issued in violation of the preemptive or other similar rights of any securityholder of the Operating Partnership. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for OP Units or other securities of the Operating Partnership.

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

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