Capacity; Authorization Clause Samples

Capacity; Authorization. The Purchaser has all legal power and authority to enter into this Agreement and to carry out its obligations hereunder. Assuming due execution and delivery by the Company of this Agreement, this Agreement will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Capacity; Authorization. The Securityholder has the requisite power and capacity and has received all requisite approvals to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Securityholder and the consummation by the Securityholder of the transactions contemplated hereunder have been authorized by the directors of the Securityholder, if applicable, and no other proceeding on the part of the Securityholder is necessary to authorize this Agreement or the transactions contemplated hereby.

Capacity; Authorization. (i) If the Securityholder is a corporation; it has the requisite corporate power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. (ii) If the Securityholder is not a corporation, the Securityholder has the power and capacity to execute and deliver this Agreement and to perform the Securityholder’s obligations hereunder.

Capacity; Authorization. The Purchaser has all legal power and authority to enter into this Agreement and the other Transaction Documents and to carry out its obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which the Purchaser is a party have been duly and validly executed and delivered by the Purchaser and, assuming due execution and delivery by the Company and each other applicable party to this Agreement and the other Transaction Documents, this Agreement and each of the other Transaction Documents to which the Purchaser is a party will constitute a legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Capacity; Authorization. Conergy has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or will be a party. The execution, delivery and performance by Conergy of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by Conergy of the transactions contemplated hereby and thereby, have been authorized by all necessary action on the part of Conergy, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws (or comparable governing instruments) of Conergy, (ii) require Conergy or any of its Affiliates to obtain, secure or make any Approval (including Approval of Conergy's shareholders or debt holders), or (iii) conflict with, or result in a breach of, any Legal Requirement to which Conergy or any of its Affiliates is subject. No Consent or other action by the stockholders of Conergy or any of its Affiliates is required in connection with the execution, delivery and performance by Conergy of this Agreement or the Ancillary Agreements to which it is or will be a party that has not heretofore been irrevocably obtained. This Agreement has been executed and delivered by Conergy. This Agreement constitutes the legal, valid and binding obligation of Conergy, enforceable against Conergy in accordance with its terms, except as such enforceability may be limited by applicable Legal Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Capacity; Authorization. The Subscriber has all legal capacity to enter into this Agreement and to carry out its obligations hereunder. Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Capacity; Authorization. Purchaser and Rockwood have full corporate power and authority to execute, deliver and perform this Agreement, the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby to be consummated by Seller or Rockwood, as the case may be. The execution, delivery and performance by Purchaser and Rockwood of this Agreement and the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and the consummation of the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of Purchaser and Rockwood, as the case may be, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws of Purchaser or Rockwood; (ii) conflict with, violate, result in a breach or termination of, result in any default under, entitle any Person (with due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or require the consent of any Person under, any contract, agreement, mortgage, lien, lease, order, arbitration award, judgment or decree or other commitment to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is a party or by which Purchaser, Rockwood, any Affiliate of Purchaser or Rockwood or any of their Assets is bound or result in the acceleration of the due date of any liability or obligation of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood; (iii) require Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood to obtain, secure or make any Approval or Consent; or (iv) conflict with, or result in a breach of, any Legal Requirement to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is subject. No Consent or other action by the shareholders or other security holders of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is required in connection with the execution, delivery and performance by Purchaser or Rockwood of this Agreement or the Ancillary Agreements to which Purchaser or Rockwood is a party which has not been irrevocably and unconditionally obtained. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party have been duly executed and delivered by Purchaser or Rockwood, as the case may be. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party constitute the legal, valid and binding obligation of Purcha...

Capacity; Authorization. It has all requisite power and authority, and has taken all corporate or other entity action necessary, to execute, deliver and perform this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary action under the law of its formation and governing documents. It has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the other party, this Agreement is the valid and binding obligation, enforceable against it in accordance with its terms, except as enforcement may be limited by the General Enforceability Exceptions and except insofar as the availability of equitable remedies may be limited by applicable law.

Capacity; Authorization. The Management Stockholder has all legal capacity to enter into this Agreement and to carry out its obligations hereunder. Assuming due execution and delivery by the other Parties, this Agreement constitutes the legal, valid and binding obligation of the Management Stockholder, terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).