Due Execution; Authority Clause Samples

The 'Due Execution; Authority' clause establishes that each party entering into the agreement has the legal power 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 corporate bylaws. This clause helps ensure that the agreement is legally binding and enforceable, reducing the risk of future disputes over whether the signatories had the authority to commit their organizations.
Due Execution; Authority. (i) The Company is duly formed, validly existing and in good standing as a limited partnership under the laws of the State of Delaware; (ii) this Agreement is, and all the documents to be delivered by the Company pursuant to the express terms of this Agreement (the "COMPANY CLOSING DOCUMENTS") will be, when executed by the Company, binding on and enforceable against the Company in accordance with their respective terms; (iii) there are no consents required from any third party to authorize the Company's entry into and performance of this Agreement, the Company Closing Documents and/or the transactions contemplated hereby or thereby; (iv) this Agreement has been, the Company Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior to the Closing, approved by all necessary action of the Company; and (v) the execution and delivery of the Company Closing Documents do not and will not constitute a breach or default under any agreement by which the Company is bound or by which any of the Company's property is encumbered.
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Due Execution; Authority. (i) Seller is a limited liability company duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Florida; (ii) this Agreement is, and all the documents to be delivered by Seller pursuant to this Agreement (the “Seller Closing Documents”) will be, when executed by Seller, binding on and enforceable against Seller in accordance with their respective terms; (iii) except for internal governance approvals required by law, there are no other consents required to authorize Seller’s entry into and performance of this Agreement, the Seller Closing Documents and/or the transactions contemplated hereby or thereby; (iv) this Agreement, the Seller Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior to the Closing, approved by all necessary action of Seller; and (v) the execution and delivery of the Seller Closing Documents do not and will not constitute a breach or default under any agreement by which Seller is bound.
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Due Execution; Authority. (i) Owner is duly formed, validly existing and in good standing as a corporation under the laws of the State of Ohio; (ii) this Agreement is, and all the documents to be delivered by Owner pursuant to this Agreement (the “Owner Closing Documents”) will be, when executed by Owner, binding on and enforceable against Owner in accordance with their respective terms; (iii) there are no other consents required to authorize Owner’s entry into and performance of this Agreement, the Owner Closing Documents and/or the transactions contemplated hereby or thereby; (iv) this Agreement, the Owner Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior to the Closing, approved by all necessary action of Owner; and (v) the execution and delivery of the Owner Closing Documents do not and will not constitute a breach or default under any agreement by which Owner is bound, or by which any of Owner’s property is encumbered.
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Due Execution; Authority. (i) Owner is duly formed, validly existing and in good standing as a limited liability company under the laws of the State of Delaware; (ii) this Agreement is, and all the documents to be delivered by Owner pursuant to this Agreement (the “Owner Closing Documents”) will be, when executed by Owner, binding on and enforceable against Owner in accordance with their respective terms; (iii) this Agreement, the Owner Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior to the Closing, approved by all necessary action of Owner; and (iv) the execution and delivery of the Owner Closing Documents do not and will not constitute a breach or default under any agreement by which Owner is bound, or by which any of Owner’s property is encumbered.
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Due Execution; Authority. (i) Purchaser is duly formed, validly existing and in good standing as a limited liability company under the laws of the State of California; (ii) this Agreement is, and all the documents to be delivered by Purchaser pursuant to this Agreement (the “Purchaser Closing Documents”) will be, when executed by Purchaser, binding on and enforceable against Purchaser in accordance with their respective terms; (iii) there are no other consents required to authorize Purchaser’s entry into and performance of this Agreement, including the completion of Closing hereunder; (iv) this Agreement, the Purchaser Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior to the Closing, approved by all necessary action of Purchaser; and (v) the execution and delivery of the Purchaser Closing Documents do not and will not constitute a breach or default under any agreement by which Purchaser is bound or by which any of Purchaser’s property is encumbered.
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Due Execution; Authority. (i) Seller is duly formed, validly existing and in good standing as a limited liability company under the laws of Delaware; (ii) this Agreement is, and all the documents to be delivered by Seller pursuant to this Agreement (the “Seller Closing Documents”) will, when executed by Seller be, binding on and enforceable against Seller in accordance with its respective terms; (iii) there are no other consents required to authorize Seller’s entry into and performance of this Agreement which have not already been obtained, except the Parties acknowledge that Seller’s lender will be a required consent party to the Memorandum and will not provide a release of its deed of trust until lender is paid in full at Closing, and prior to the Closing, Seller shall obtain any additional required consents to the execution and performance of the Seller Closing Documents and/or the transactions contemplated hereby or thereby; (iv) this Agreement, the Seller Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior to the Closing, approved by all necessary action of Seller; and (v) the execution and delivery of the Seller Closing Documents do not and will not constitute a breach or default under any agreement by which Seller is bound, or by which any of Seller’s property is encumbered.
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Due Execution; Authority. As of the Signing Date and the Closing Date: (1) Each Seller has the full power, capacity, authority and approvals to enter into and perform its obligations under this Agreement and the agreements referred to or contemplated by this Agreement to which they are parties. (2) The Sellers’ entry and delivery of, and the performance by them of their obligations under this Agreement and the agreements referred to above will not (i) violate any applicable law, regulation, judgment, injunction or order binding on the Sellers, and there is no action, law suit, investigation or proceeding pending against, or to the Sellers’ Knowledge, threatened against, the Sellers before any court, arbitration panel or governmental authority which in any manner challenges or seeks to prevent, alter or delay the Transaction, (ii) conflict with or constitute a default or, except as disclosed in Annex 7.2.1(2), trigger a right of termination under any provision (in particular, without limitation, change of control provisions) of any agreement or instrument to which the Sellers or, to the Sellers’ Knowledge, the Target or a Material Company is a party (other than the Existing Financing Agreements, the Hedging Agreements and any agreement under which none of the parties thereto has an obligation amounting (in cash or value) to EUR 2,000,000 (in words: two million Euros) or more) or (iii) violate the articles of association or by-laws of the Target or, to the Sellers’ Knowledge, of a Material Company.
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Due Execution; Authority. The execution, delivery and performance by the Sellers of this Agreement are within each of the Sellers' powers and do not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect any of the Sellers. This Agreement and the transactions contemplated hereby has been approved by the Board and the shareholders, and no other consents or approvals of any other third parties are required or necessary for this Agreement to be so binding.
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Due Execution; Authority. (i) the Partnership is duly formed, validly existing and in good standing as a limited partnership under the laws of the State of Maryland; (ii) this Agreement is, and all the documents to be delivered by the Partnership pursuant to this Agreement (the “Partnership Closing Documents”) will be, when executed by the Partnership, binding on and enforceable against the Partnership in accordance with their respective terms; (iii) this Agreement, the Partnership Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior to the Closing, approved by all necessary action of the Partnership; and (iv) the execution and delivery of the Partnership Closing Documents do not and will not constitute a breach or default under any agreement by which the Partnership is bound or by which any of the Partnership’s property is encumbered.
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Related to Due Execution; Authority

  • Execution Authorized The execution, delivery and performance of this Agreement by Securities Intermediary have been duly authorized by all necessary corporate action on the part of Securities Intermediary.

  • Organization; Authority Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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  • Organization; Authorization The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

  • Corporation Authorization The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.