Common use of Execution, Delivery and Enforceability Clause in Contracts

Execution, Delivery and Enforceability. Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (El Paso Electric Co /Tx/), Purchase and Sale Agreement (Pinnacle West Capital Corp)

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Execution, Delivery and Enforceability. Purchaser Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming SellerPurchaser’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements when executed by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp), Purchase and Sale Agreement (El Paso Electric Co /Tx/)

Execution, Delivery and Enforceability. Purchaser Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s Purchaser's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements when executed by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp), Purchase and Sale Agreement (Pinnacle West Capital Corp)

Execution, Delivery and Enforceability. Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser and no other corporate limited liability company proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Arizona Public Service Co)

Execution, Delivery and Enforceability. Purchaser Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming SellerPurchaser’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements Agreements, when executed by PurchaserSeller, will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Public Service Co of New Mexico)

Execution, Delivery and Enforceability. Purchaser has full Seller and Dynegy have all requisite corporate power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Purchaser either of them is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery by Seller and performance Dynegy of this Agreement and of the Ancillary Agreements to which are executed either of them is or becomes a party, the performance by Purchaser, Seller and Dynegy of their obligations hereunder and thereunder and the consummation by Seller and Dynegy of the transactions contemplated hereby and therebyTransactions, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and Dynegy and no other acts, approvals or corporate or limited liability company proceedings on its part or on the part of Purchaser the holders of any of its equity or debt securities or any other Person are necessary to authorize the same. Assuming the due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it Purchaser is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Seller or Dynegy is or becomes a party when executed and delivered by Sellerit shall constitute, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of PurchaserSeller or Dynegy, as applicable, enforceable against Purchaser it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynegy Acquisition, Inc.)

Execution, Delivery and Enforceability. Purchaser Seller has full all requisite corporate power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The executionExecution, delivery and performance by Seller of this Agreement and of the Ancillary Agreements to which are executed by Purchaserit is or becomes a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the its part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it Seller is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s the due authorization, execution Execution and delivery by such Purchaser of this Agreement and the due authorization, Execution and delivery by such Purchaser and Guarantor of the Ancillary Agreements to which it is or becomes a party when executed Executed by Sellersuch Purchaser (or Guarantor, in the case of a Guaranty), this Agreement does constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed Executed and delivered by Purchaserit will constitute, will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Aep Texas Central Co)

Execution, Delivery and Enforceability. Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 1 contract

Samples: Amendment Agreement (El Paso Electric Co /Tx/)

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Execution, Delivery and Enforceability. Purchaser Seller has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser Seller and no other corporate limited liability company proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming SellerPurchaser’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements when executed by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Arizona Public Service Co)

Execution, Delivery and Enforceability. Purchaser Seller has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and of the Ancillary Agreements which are executed by Purchaserit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s the due authorization, execution and delivery by Purchaser of this Agreement and the due authorization, execution and delivery by Purchaser of the Ancillary Agreements when which are to be executed by Sellerthem, this Agreement does and the Ancillary Agreements which are executed by Seller when executed and delivered by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Teco Energy Inc)

Execution, Delivery and Enforceability. Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s 's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)

Execution, Delivery and Enforceability. Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s 's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such 38 enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)

Execution, Delivery and Enforceability. Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser and no other corporate limited liability company proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements Agreements, when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Public Service Co of New Mexico)

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