Authorization; Ownership Clause Samples
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Authorization; Ownership. The execution, delivery, and performance of this Agreement and such other documents or certificates contemplated hereby to which Seller is a party have been duly authorized by Seller. All of the Securities are owned of record and beneficially by Seller, and, immediately prior to the Closing, Seller will have good and valid title to the Securities, free and clear of all security interests, adverse claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, and other similar arrangements or restrictions whatsoever (each an “Encumbrance” and, collectively, the “Encumbrances”), other than pursuant to the Registration Rights Agreement, and applicable securities laws and, to the actual knowledge of Seller as of the date hereof, were duly authorized and duly and validly issued, fully paid and nonassessable at the time of issuance to Seller.
Authorization; Ownership. The Sellers have by proper proceedings duly authorized the execution, delivery and performance of this Agreement and each of the Collateral Documents to be entered into by Sellers and no other action is required by law or the certificate of incorporation, or by-laws of any Seller. This Agreement and the consummation of the transactions contemplated hereby are valid and binding obligations of Sellers enforceable against each Seller in accordance with its terms; provided that (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors, and (ii) enforcement may be subject to general principles of equity, and the availability of remedies of specific performance and injunctive relief may be subject to the discretion of the court before which any proceeding for such remedies may be brought. The Sellers own each of the Assets.
Authorization; Ownership. CITY authorizes CGI to prepare and conduct an Event (as defined below) in and around the Venue during the years 2019, 2020, and 2021 (each, a “Race Year”). CGI is and will be the owner of each Event and nothing herein constitutes a license by CGI to CITY or to any third party to establish or operate any Event or Race (as defined below).
Authorization; Ownership. Saber has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Saber, will constitute a valid and legally binding obligation of Saber, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally. Saber is the sole legal and beneficial owner of the Series A Stock, as set forth on Schedule 1 attached hereto, free and clear of all liens, claims and encumbrances, other than the Restrictions and the Option.