Common use of Incorporation and Authorization Clause in Contracts

Incorporation and Authorization. It is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it has all necessary power, authority, capacity and right, and has received all requisite approvals to enter into this Agreement and this Agreement has been duly executed and delivered by Furukawa and constitutes a legal, valid and binding agreement enforceable by the Uniphase Parties against Furukawa in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the court to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

Incorporation and Authorization. It is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it has all necessary power, authority, capacity and right, and has received all requisite approvals to enter into this Agreement and this Agreement has been duly executed and delivered by Furukawa Uniphase and constitutes a legal, valid and binding agreement enforceable by the Furukawa against Uniphase Parties against Furukawa in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the court to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.