Authorization of Transaction; Validity Sample Clauses

Authorization of Transaction; Validity. Servicer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate and stockholder action and has been duly executed and delivered by it and is its valid and binding obligation, enforceable against it in accordance with its terms.
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Authorization of Transaction; Validity. Each Saks Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate and stockholder action and has been duly executed and delivered by such party and is the valid and binding obligation of such party, enforceable against such party in accordance with its terms.
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Authorization of Transaction; Validity. Each Seller has full power and authority to execute and deliver, and to perform its respective duties and obligations under, this Agreement and each Transaction Document to which it is a party. This Agreement and the Transaction Documents to be executed and delivered by each of the Sellers have been duly authorized by all necessary action and have been (or will be at Closing) duly executed and delivered by the Sellers, as applicable, and are (or will be at Closing) the legal, valid and binding obligations of the Sellers, enforceable against the Sellers, as applicable, in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought.
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Authorization of Transaction; Validity. Seller has all requisite limited liability company power and authority to enter into this Agreement and all applicable Ancillary Documents and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and all Ancillary Documents, and the performance of Purchaser’s obligations hereunder and thereunder, have been duly authorized by all necessary limited liability company or other action on the part of Purchaser, and no other limited liability company or other proceedings on the part of Purchaser is necessary to authorize such execution, delivery and performance. This Agreement and the applicable Ancillary Documents have been duly executed and delivered by Purchaser, and this Agreement and the Ancillary Documents constitute Purchaser’s valid and binding obligation, enforceable against Purchaser in accordance with its and their terms, subject to (i) the effect of applicable bankruptcy, insolvency, reorganization or moratorium, or other similar laws, statutes or rules of general application relating to, or affecting, the enforcement of creditors’ rights generally, now or hereafter in effect, and (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.
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Authorization of Transaction; Validity. Purchaser has all requisite corporate power and authority to enter into this Agreement and all applicable Ancillary Documents and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and all Ancillary Documents, and the performance of Purchaser’s obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on the part of Purchaser, and no other corporate or other proceedings on the part of Purchaser is necessary to authorize such execution, delivery and performance. This Agreement and the applicable Ancillary Documents have been duly executed and delivered by Purchaser, and this Agreement and the Ancillary Documents constitute Purchaser’s valid and binding obligation, enforceable against Purchaser in accordance with its and their terms, subject to (i) the effect of applicable bankruptcy, insolvency, reorganization or moratorium, or other similar laws, statutes or rules of general application relating to, or affecting, the enforcement of creditors’ rights generally, now or hereafter in effect, and (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.
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Authorization of Transaction; Validity. Each Seller has full corporate power and authority to execute and deliver each Transaction Document to which it is a party, and to perform its obligations thereunder. Each Transaction Document to be executed and delivered by each Seller has been duly authorized by all necessary corporate and stockholder action and has been (or will be at the Closing) duly executed and delivered by such Seller and is (or will be at the Closing) the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.
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Authorization of Transaction; Validity. Each Seller has full power -------------------------------------- and authority (including full corporate power and authority) to execute and deliver this Agreement and each Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder. Each of this Agreement and the Transaction Documents to be executed and delivered by each Seller has been duly authorized by all necessary corporate and stockholder action and has been (or will be at the Closing) duly executed and delivered by such Seller and is (or will be at the Closing) the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.
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Related to Authorization of Transaction; Validity

  • Authorization of Transaction The Buyer has full power and authority (including 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 the Buyer, enforceable in accordance with its terms and conditions.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Validity of Transaction The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the Seller. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller for the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller is a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the Xxxxxx, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller or to which any of his operations, business, properties, or assets is subject, except as would not affect the ability of such Seller to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

  • Validity of Transactions This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity.

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Description of Transaction (a) Name of Issuer of the Securities Cedara Software Corp.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

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