CORPORATE AUTHORIZATIONS; BINDING EFFECT Clause Samples

CORPORATE AUTHORIZATIONS; BINDING EFFECT. The execution, delivery and performance by Borrower of this Agreement are within the corporate authority of Borrower, have been duly authorized by all necessary corporate proceedings and do not and will not, to the knowledge of Borrower, (i) contravene, or constitute a default under, any provisions of applicable law or regulations or of the Articles of Incorporation or Bylaws of Borrower or of any presently existing material contract, agreement, judgment, order, decree or other material instrument binding upon Borrower or (ii) result in or require the creation or imposition of any lien upon or with respect to any material property now or hereafter owned by Borrower under any presently existing material contract, agreement or other material instrument binding upon it, other than that specifically created under this Agreement. To the knowledge of Borrower, this Agreement constitutes, as of its execution, a legal, valid and binding agreement enforceable against Borrower in accordance with its terms.

CORPORATE AUTHORIZATIONS; BINDING EFFECT. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Seller have been duly authorized by the Board of Directors and Shareholders of Seller. Corporate resolutions reflected in the foregoing shall be delivered to Buyer at Closing. This Agreement and the other agreements and instruments executed or to be executed in connection with the transactions contemplated hereby to which Seller is a party and the consummations of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller and constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms.

CORPORATE AUTHORIZATIONS; BINDING EFFECT. Delivery and performance of this Agreement and the transactions contemplated hereby by Xenotech Rental and BTN have been duly authorized by the Board of Directors of Xenotech Rental and BTN. Corporate resolutions reflecting the foregoing shall be delivered to ALEI at Closing. This Agreement and the other agreements and instruments executed in connection with the transactions contemplated hereby to which Xenotech Rental and BTN are a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Xenotech Rental and BTN and constitute the valid and legally binding obligations of Xenotech Rental and BTN enforceable against Xenotech Rental and BTN in accordance with their respective terms.