Legal Capacity and Authorization Sample Clauses

Legal Capacity and Authorization. Each Seller has the legal capacity and right to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby without the need for consent or authorization of any other Person. This Agreement constitutes a valid and binding agreement of each Seller enforceable against such Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
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Legal Capacity and Authorization. Such Seller has full power and authority, and full legal capacity, as applicable, to execute and deliver this Agreement and each of the Transaction Documents to which he/she is a party, and to perform its obligations and consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by such Seller of this Agreement and each of the Transaction Documents to which he/she is a party, and the consummation of the transactions contemplated hereunder and thereunder, has been duly and validly authorized by such Seller and no additional authorization or consent by such Seller is required in connection therewith.
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Legal Capacity and Authorization. Such Investor has full right, power and authority to enter into this Agreement and each of the Ancillary Agreements to which he or it, as the case may be, is a party and to carry out fully and perform his or its, as the case may be, obligations hereunder and thereunder. If such Investor is a corporation, partnership, limited liability company or trust, as the case may be, the execution, delivery and performance by such Investor of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other action by such Investor. This Agreement has been duly executed and delivered by such Investor and, assuming the valid authorization, execution and delivery of this Agreement by the Company, is the legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, and each of the Ancillary Agreements to which such Investor is a party, upon its execution and delivery by such Investor (assuming the valid authorization, execution and delivery of each of the Ancillary Agreements by the Company and each other party thereto), will be the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its respective terms, in each case subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application affecting creditors’ rights generally and to general equity principles.
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Legal Capacity and Authorization. Such Investor has full right, power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to carry out fully and perform its obligations hereunder and thereunder. The execution, delivery and performance by such Investor of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other action by such Investor. This Agreement has been duly executed and delivered by such Investor and, assuming the valid authorization, execution and delivery of this Agreement by the Company, is the legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, and each of the Ancillary Agreements to which such Investor is a party, upon its execution and delivery by such Investor (assuming the valid authorization, execution and delivery of each of the Ancillary Agreements by the Company and each other party thereto), will be the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its respective terms, in each case subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application affecting creditors’ rights generally and to general equity principles.
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Legal Capacity and Authorization. The person executing this Amendment warrants that, by signing, I have the capacity set forth on the signature pages with full authorization to execute this Amendment on behalf of the Concessionaire entity under the Agreement. I further warrant that all necessary approvals (such as corporate, partnership or LLC resolutions) have been obtained by the company to execute and implement this Amendment, and I shall deliver evidence of such approvals to City if requested. ///// ///// I llll I llll TRANSMITTAL 1 IN WITNESS THEREOF, the parties hereto have executed this Amendment to Agreement on the date to the left of their signatures. THE CITY OF LOS ANGELES, by its Board of Harbor Commissioners Dated: By Executive Director Attest Board Secretary CONCESSIONAIRE COMPANY NAME Dated: A By: Entity type-corporation, LLC, etc. (Print/type officer name and title) APPROVED AS TO FORM AND LEGALITY 2019 XXXXXXX X. XXXXX, City Attorney By Assistant/Deputy City Attorney
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Related to Legal Capacity and Authorization

  • Capacity and Authority The Transferee has the capacity and authority necessary to execute and deliver this Agreement and perform its obligations hereunder.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a 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.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Authorization and Authority 8.1 Each person whose signature appears on this Agreement represents and warrants that he or she has authority to bind the Party on whose behalf he or she has executed this Agreement. Each Party represents he or she has had the opportunity to consult with legal counsel of his, her or its choosing, and QuantumShift has not relied on CenturyLink’s counsel or on representations by CenturyLink’s personnel not specifically contained in this Agreement, in entering into this Agreement.

  • 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.

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as now being conducted.

  • Power and Authority; Authorization The Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Borrower has all requisite power and authority to perform its obligations under the Amended Credit Agreement. The Borrower has duly authorized, executed and delivered this Amendment.

  • 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.

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

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