Existence; Qualification; Authorization Clause Samples
The 'Existence; Qualification; Authorization' clause serves to confirm that a party to the agreement is a validly existing legal entity, properly qualified to conduct business, and has the necessary authority to enter into the contract. In practice, this means the party is duly organized under the laws of its jurisdiction, is in good standing, and that its representatives have obtained all required approvals or consents to bind the entity. This clause ensures that the contract is enforceable and that the parties are dealing with legitimate, authorized counterparts, thereby reducing the risk of disputes over capacity or authority.
Existence; Qualification; Authorization. Such Purchaser has been duly organized and is validly existing and in good standing (or its equivalent) under the laws of its jurisdiction of organization and has all requisite corporate, partnership or limited liability company, as applicable, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the execution of this Agreement and the consummation by such Purchaser of the Closing have been duly and validly authorized by such Purchaser. This Agreement has been duly executed and delivered by such Purchaser to the extent it is a party thereto and, assuming due execution and delivery by the Company, once executed constitutes the valid and legally binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, subject to the Enforceability Exceptions.