Due Authority and Enforceability Sample Clauses

Due Authority and Enforceability. Such Guarantor is a corporation duly organized/incorporated and in good standing under the laws of the State of its organization, and is qualified to do business and is in good standing under the laws of the jurisdiction of its organization. Such Guarantor has been duly authorized by all necessary limited liability company/corporate action and has all requisite power and authority to carry on its business, to execute, deliver and otherwise perform its obligations under this Guaranty, and to consummate the transactions contemplated thereby. Each obligation under this Guaranty is legal, valid, binding and enforceable against such Guarantor in accordance with its terms, subject to bankruptcy, insolvency and other creditors’ rights laws and general principles of equity;
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Due Authority and Enforceability. Proposer is a [corporation] duly organized/incorporated and in good standing under the laws of the State of its organization, and is qualified to do business and is in good standing under the laws of the jurisdiction of its organization. Proposer has been duly authorized by all necessary limited [corporate] action and has all requisite power and authority to carry on its business, to execute, deliver and otherwise perform its obligations under this Commitment Agreement, and to consummate the transactions contemplated thereby. Each obligation under this Commitment Agreement is legal, valid, binding and enforceable against Proposer in accordance with its terms, subject to bankruptcy, insolvency and other creditors’ rights laws and general principles of equity;
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Due Authority and Enforceability. Each of MPC and SSA, and each of the Transferring Entities, has full corporate, limited liability company or limited partnership power and authority to execute and perform this Formation Agreement and each Related Agreement to which it is a party, and to carry out the Contemplated Transactions. The execution, delivery, and performance by each of MPC and SSA, and each of the Transferring Entities, of this Formation Agreement and each Related Agreement to which it is a party, and the consummation of the Contemplated Transactions have been duly authorized by all requisite action on the part of MPC, SSA and the Transferring Entities. This Formation Agreement has been duly and validly executed by MPC and SSA and, at the Closing, all Related Agreements required hereunder to be executed and delivered by MPC, SSA and/or any Transferring Entity shall have been duly executed and delivered by such party. This Formation Agreement does, and the Related Agreements shall, assuming the due authorization, execution, and delivery of this Formation Agreement by the other parties hereto and thereto, constitute the legal, valid and binding Obligations of each of MPC and SSA and each of the Transferring Entities, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefore may be brought.
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Due Authority and Enforceability. NTI has full limited liability company power and authority to execute and perform this Formation Agreement and the Related Agreements to which it is a party, and to carry out the Contemplated Transactions. The execution, delivery, and performance by NTI of this Formation Agreement and each Related Agreement to which NTI is a party and the consummation of the Contemplated Transactions have been duly authorized by all requisite action on the part of NTI. This Formation Agreement has been duly and validly executed by NTI and, at the Closing, all Related Agreements required hereunder to be executed and delivered by NTI shall have been duly executed and delivered by NTI. This Formation Agreement does, and the Related Agreements shall, assuming the due authorization, execution, and delivery of this Formation Agreement by the other parties hereto and thereto, constitute the legal, valid and binding Obligation of NTI enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.
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Due Authority and Enforceability. The representative of the Borrower -------------------------------- subscribing below represents that he or she has full power, authority and legal right to execute and deliver this Note and that the debt hereunder constitutes a valid and binding obligation of Borrower.
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Related to Due Authority and Enforceability

  • Due Authorization and Enforceability This Agreement and each Subscription Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Authority and Enforceability The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute valid and binding agreements of Seller enforceable in accordance with their terms.

  • Power, Authority and Enforceability The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

  • Authorization and Enforceability This Agreement constitutes Buyer’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or at law.

  • Title, Authorization, Validity and Enforceability Such Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.6 hereof, and has full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed in Exhibit “E”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCC, subject only to Liens permitted under Section 4.1.6 hereof.

  • Authority; Validity and Enforceability The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rules. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles.

  • Due Authorization; Enforceability The Depositor has full power and authority to execute, deliver, and perform this Agreement and the Transaction Documents to which it is a party and to carry out their respective terms. The Depositor has full power and authority to sell and assign the Assets. The execution, delivery, and performance by the Depositor of this Agreement and the Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary action. This Agreement and the Transaction Documents executed by the Depositor have been duly executed and delivered and constitute the valid and legally binding obligations of the Depositor enforceable against the Depositor in accordance with their terms.

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Severability and Enforceability If any court of competent jurisdiction declares any provision of this Agreement invalid, void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of the remainder of this Agreement, which shall remain in full force and effect. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

  • Due Execution and Enforceability This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Qualifications.

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