Due Authorization and Execution; Enforceability Clause Samples

Due Authorization and Execution; Enforceability. It has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and each Loan Document has been, or upon execution and delivery will be, duly executed and delivered by it. This Agreement constitutes a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors and to rules of law governing specific performance, injunctive relief and other equitable remedies. The Borrower is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);
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Due Authorization and Execution; Enforceability. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and the other agreements, instruments and documents required hereby to be executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company and other action on the part of the Company and its managers, officers and members necessary for the authorization, execution and delivery of this Agreement and the other agreements, instruments and documents to be executed and delivered by the Company pursuant to this Agreement and for the performance of the Company’s obligations hereunder and thereunder, as the case may be, have been taken or will have been taken as of the Effective Date. This Agreement has been, and upon execution and delivery thereof by the Company, each agreement, instrument or document required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by the other parties thereto, constitutes, or in the case of each of the other agreements, instruments or documents to be executed and delivered by it at the Closing, will constitute, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (whether enforcement is sought at law or in equity) (each of clause (i) and (ii) are the “Enforceability Exceptions”).
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Due Authorization and Execution; Enforceability. The execution and delivery of this Agreement and the other Transaction Documents by each Seller GPSA Entity party thereto and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller GPSA Entity, and this Agreement and each other Transaction Document to which each Seller GPSA Entity is a party has been duly and validly executed and delivered by such Seller GPSA Entity, and constitutes a legal, valid and binding obligation of such Seller GPSA Entity, enforceable against it in accordance with the terms thereof, subject to such qualifications regarding enforceability as may be set out in the legal opinion of Seller’s external legal counsel delivered pursuant to Section 3.2(a)(x).
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Due Authorization and Execution; Enforceability. This Agreement and all documents and instruments required hereunder to be executed and delivered by Seller have been duly authorized by Seller and Seller's shareholders. This Agreement has been, and such documents and instruments by the Closing will have been, duly executed and delivered by Seller, and this Agreement constitutes and such other documents and instruments will constitute valid, legal and binding obligations of Seller enforceable in accordance with their terms.
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Related to Due Authorization and Execution; Enforceability

  • 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.

  • Due Authorization, Enforceability; etc (i) (A) This Agreement has been duly authorized, executed and delivered by the Lease Indenture Trustee and the Lease Indenture Company, and (B) assuming the due authorization, execution and delivery of this Agreement by each party hereto other than the Lease Indenture Trustee and the Lease Indenture Company, this Agreement constitutes a legal, valid and binding obligation of the Lease Indenture Company and the Lease Indenture Trustee, enforceable against the Lease Indenture Company or the Lease Indenture Trustee, as the case may be, in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity. (ii) (A) Each of the other Operative Documents to which the Lease Indenture Trustee is or will be a party has been or when executed and delivered will be duly authorized, executed and delivered by the Lease Indenture Trustee, and (B) assuming the due authorization, execution and delivery of each of the other Operative Documents by each party thereto other than the Lease Indenture Trustee, each of the other Operative Documents to which the Lease Indenture Trustee is or will be a party constitutes or when executed and delivered will be a legal, valid and binding obligation of the Lease Indenture Trustee, enforceable against the Lease Indenture Trustee in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity.

  • 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.

  • Due Authorization and Execution The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors.

  • Authorization; Enforceability The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.