Due Execution and Authorization Sample Clauses

The Due Execution and Authorization clause confirms that each party entering into the agreement has the legal authority and proper authorization to do so. In practice, this means that the individuals signing the contract on behalf of a company or organization have been duly empowered by their respective entities, such as through board resolutions or internal policies. This clause helps ensure that the contract is legally binding and enforceable, reducing the risk of future disputes over the validity of the agreement due to lack of authority.
Due Execution and Authorization. The undersigned, and the person(s) ------------------------------- executing this Certificate on behalf of the undersigned, are duly authorized to execute this Certificate on behalf of Tenant and to bind Tenant thereto. TENANT: ▇▇▇▇▇▇▇ COM, LLC, a Delaware limited liability company By:__________________________ Name: Title: By:__________________________ Name: Title: EXHIBIT E RULES AND REGULATIONS 1. Tenant shall have access to the Building and the Premises at all times during the Term, except to the extent otherwise necessary for emergencies, maintenance or repairs, which maintenance and repairs shall be accomplished with as little interference to Tenant as commercially reasonable. On Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 P.M. and 8:00 A.M. the following day, or such other hours as Landlord shall determine from time to time, access to the Property and/or to the passageways, entrances, exits, shipping areas, halls, corridors, elevators or stairways and other areas in the Property may be restricted and access gained by use of a key to the outside doors of the Property, or pursuant to such security procedures Landlord may from time to time impose. All such areas, and all roofs, are not for use of the general public, and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Property and its tenants, provided, however, that nothing herein contained shall be construed to prevent such access to persons with whom Tenant deals in the normal course of Tenant's business unless such persons are engaged in activities which are illegal or violate these Rules. No Tenant and no employee or invitee of Tenant shall enter into areas reserved for the exclusive use of Landlord, its employees or invitees. Tenant shall keep doors to corridors and lobbies closed except when persons are entering or leaving. 2. Tenant shall not paint, display, inscribe, maintain or affix any sign, placard, picture, advertisement, name, notice, lettering or direction on any part of the outside or inside of the Property, or on any part of the inside of the Premises which can be seen from the outside of the Premises, without the prior consent of Landlord, and then only such name or names or matter and in such color, size, style, character and material as may be first approved by Landlord in wr...
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Due Execution and Authorization. (1) Pledgor is a corporation, duly organized, validly existing and in good standing under the laws of its state of organization. (2) The execution, delivery and performance by Pledgor of the Credit Documents to which it is a party, and the consummation by Pledgor of the transactions contemplated thereby, (i) have been duly authorized by all requisite action of Pledgor and have been duly executed and delivered by Pledgor; (ii) do not violate any provisions of (A) any applicable law except where such violation would not reasonably be expected to have a Material Adverse Effect, (B) any order of any Governmental Authority binding on Pledgor or any of its properties except where such violation would not reasonably be expected to have a Material Adverse Effect, or (C) the bylaws (or any other equivalent governing agreement or document) of Pledgor, or any agreement between Pledgor and its equity owners or among any such equity owners; (iii) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which Pledgor is a party, or by which the properties or assets of Pledgor are bound except where such conflict or breach would not reasonably be expected to have a Material Adverse Effect; (iv) except as set forth herein or therein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of Pledgor, and (v) except for filings in connection with the perfection of Administrative Agent’s Liens, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person that has not been obtained. (3) This Agreement is a legal and binding obligation of Pledgor and is enforceable in accordance with its terms, except as limited by any Debtor Relief Law relating to the enforcement of creditors’ rights. (4) Pledgor has all requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Credit Documents, and is duly qualified to do business in all of the jurisdictions in which the failure to so qualify would reasonably be expected to cause a Material Adverse Effect. Pledgor has all requisite power and author...
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Due Execution and Authorization. Guarantor is duly authorized to execute, deliver and perform this Guaranty Agreement.
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Due Execution and Authorization. The undersigned, and the person(s) executing this Certificate on behalf of the undersigned, represent and warrant that they are duly authorized to execute this Certificate on behalf of Tenant and to bind Tenant hereto. EXECUTED BY TENANT ON THE DATE FIRST WRITTEN ABOVE. By: [NAME] [TITLE] By: [NAME] [TITLE] Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, the transferee of certain real property located in the City and County of San Francisco, California, that withholding of tax is not required upon the disposition of such U.S. real property interest by 2558 Mission LLC, a California limited liability company ("Transferor"), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor's U.S. employer identification number is ; and 3. Transferor's office address is c/o Oyster Development Corp., ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, #▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇ Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor. Dated: , 20 . On behalf of: By: Van ▇▇▇▇ ▇▇▇▇ Corp., a California corporation Its Managing Member Name: ▇▇▇▇ ▇▇▇▇▇ Its: President This DESIGNATION AGREEMENT (the "Agreement") dated as of , 20 , is by and among 2558 Mission LLC, a California limited liability company ("Seller"), and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation ("City"), and A. Pursuant to that certain Purchase Agreement entered into by and amongst Seller and City, dated , 20 (the "Purchase Agreement"), Seller has agreed to sell to City, and City has agreed to purchase from Seller, certain real property located in City and County of San Francisco, California, more particularly described in Exhibit A attached hereto (the "Property"). The purchase and sale of the Property is sometimes...
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Due Execution and Authorization. The undersigned, and the person(s) executing this Tenant’s Estoppel Certificate on behalf of the undersigned, represent and warrant that they are duly authorized to execute this Tenant’s Estoppel Certificate on behalf of the Tenant and to bind the Tenant thereto.
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Due Execution and Authorization. The undersigned, and the persons executing this Certificate on behalf of the undersigned, are duly authorized to execute this Certificate on behalf of Tenant and to bind Tenant to the Certificate. TENANT: a By: Name: Title. Date: ,20 By: Name: Title. Date: , 20
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Due Execution and Authorization. The undersigned, and the person(s) executing this Certificate on behalf of the undersigned, represent and warrant that they are duly authorized to execute this Certificate on behalf of Tenant and to bind Tenant hereto. EXECUTED BY TENANT ON THE DATE FIRST WRITTEN ABOVE. By: [NAME] [TITLE] By: [NAME] [TITLE] Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, the transferee of certain real property located in the City and County of San Francisco, California, that withholding of tax is not required upon the disposition of such U.S. real property interest by , a (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor's U.S. employer identification number is ; and 3. Transferor's office address is 1. Seller is the owner of certain real property located in the City and County of San Francisco, California, commonly known as , more particularly described in Exhibit A attached to and incorporated by this reference in this Memorandum of Agreement (the “Real Property”). 2. Seller and City have entered into that certain unrecorded Agreement for the Purchase and Sale of Real Estate dated as of , 20 incorporated by this reference into this Memorandum (the “Agreement”), pursuant to which Seller agreed to sell, and City agreed to purchase, the Real Property upon all the terms and conditions set forth in the Agreement. 3. The purpose of this Memorandum of Agreement is to give notice of the Agreement and the respective rights and obligations of the parties thereunder, and all of the terms and conditions of the Agreement are incorporated herein by reference as if they were fully set forth herein. 4. This Memorandum of Agreement shall not be deemed to modify, alter or amend in any way the provisions of the Agreement. In the event any conflict exists between the terms of the Agreement and this instrument, the terms of the Agreement shall govern and determine for all purposes the relationship between Seller and City and their respective rights and duties. 5. This Memorandum of Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and...
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Due Execution and Authorization. Guarantor represents and warrants that it: (i) is a corporation, incorporated and in good standing under the laws of the jurisdiction of its legal existence pursuant to the first paragraph hereof; (ii) has the legal capacity, power and authority to execute and deliver, and perform its obligations under, this Guaranty; (vi) has taken all actions necessary to authorize and permit its execution and delivery of, and performance under, this Guaranty; (v) has duly executed and delivered this Guaranty, which constitute its legal, valid and binding obligations, enforceable in accordance with their terms and conditions; and (vi) is not required to give any notice to any third party in connection with this Guaranty.
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Related to Due Execution and Authorization

  • Organization and Authorization The Investor is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • Due Organization and Authorization Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

  • Power and Authority; Due Authorization; Execution and Delivery The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of Purchases made hereunder, are within its powers and authority, corporate or otherwise, and have been duly authorized by all necessary action, corporate or otherwise, on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.