Power; Authorization; Enforceability Clause Samples

Power; Authorization; Enforceability. Borrower has the power and authority, and the legal right, to make, deliver and perform the Transaction Documents to which it is a party and to borrow hereunder. Borrower has taken all necessary limited liability company action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party and to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated herein, the borrowings hereunder or the execution, delivery, performance, validity or enforceability of any Transaction Documents (other than the filings referred to in Section 7.19). Each Transaction Document to which Borrower is a party that is in effect on the date this representation and warranty is made has been duly executed and delivered on behalf of Borrower. This Agreement constitutes, and each other Transaction Document to which Borrower is a party, upon execution, will constitute, a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceability. Guarantor has the power and authority, and the legal right, to make, deliver and perform this Guaranty. Guarantor has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Guaranty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated herein or the execution, delivery, performance, validity or enforceability of this Guaranty. This Guaranty has been duly executed and delivered on behalf of Guarantor. This Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceability. (a) The Seller is duly organized and validly existing under the Laws of the jurisdiction in which it is organized. (b) The Seller has all requisite corporate (or similar) power and authority to execute and deliver this Agreement and to consummate the Share Purchase. The execution and delivery by the Seller of this Agreement and the consummation by it of the Share Purchase have been duly authorized by all necessary corporate (or similar) action on the part of the Seller. The Seller has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a proceeding at law or in equity).

Power; Authorization; Enforceability. The execution, delivery and performance of this Agreement and the other Financing Documents to which such Purchaser is a party are within its corporate, limited liability company or limited partnership, as the case may be, power and authority and have been duly authorized by all necessary action of such Purchaser, and constitute legal, valid and binding agreements of such Purchaser enforceable against it in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject to general principles of equity and except that no representation or warranty made with respect to any matter related to indemnification and contribution or exculpation contained herein.

Power; Authorization; Enforceability. (a) Buyer has full legal capacity, right and power to enter into this Agreement the Assignment and Assumption Agreement, the Release Agreement and each of the other documents and agreements described in or contemplated by this Agreement to be executed by Buyer (the “Buyer Transaction Documents”), to purchase, receive and accept the assignment, transfer and delivery of the Purchased Units from Seller and to perform all other obligations of Buyer hereunder and under the other Buyer Transaction Documents and to consummate the Transaction. (b) The execution and delivery of this Agreement and each of the other Buyer Transaction Documents, the performance of the Buyer Transaction Documents and the consummation of the Transaction have been duly authorized by all requisite action on the part of Buyer. This Agreement and the other Buyer Transaction Documents have been duly and validly executed and delivered by Buyer. This Agreement and the other Buyer Transaction Documents constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity. (c) Each of the Persons signing this Agreement and each of the other Buyer Transaction Documents on behalf of Buyer is fully authorized by all necessary action to execute this Agreement and each of the other Buyer Transaction Documents. (d) The execution and delivery by Buyer of this Agreement or (after giving effect to Sections 5.4, 6.1(f) and 6.1(g) any of the other Buyer Transaction Documents do not and will not, and (after giving effect to Sections 5.4, 6.1(f) and 6.1(g)) the performance of any of the obligations of Buyer contemplated hereby or thereby and the consummation of the Transaction do not and will not, (i) conflict with, constitute a violation of, result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, amendment, suspension or revocation of, (A) the organizational documents of Buyer, or (B) any agreement by which Buyer is bound or to which any of its property or assets is subject in any material respect, or (ii) conflict with, constitute a violation of or result in a breach of any Law or Order applicable to Buyer in any material respect.

Power; Authorization; Enforceability. (a) The Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction). (b) The Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Share Purchase. The execution and delivery by the Buyer of this Agreement and the consummation by it of the Share Purchase have been duly authorized by all necessary corporate action on the part of the Buyer. Neither the approval of this Agreement nor the consummation of the Share Purchase requires any approval of the shareholders of the Buyer that has not been previously obtained. The Buyer has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the other parties, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a proceeding at law or in equity).

Power; Authorization; Enforceability. Contributor has the power and authority, and the legal right, to make, deliver and perform this Agreement. Contributor has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated herein or the execution, delivery, performance, validity or enforceability of this Agreement. This Agreement has been duly executed and delivered on behalf of Contributor. This Agreement, upon execution, will constitute a legal, valid and binding obligation of Contributor, enforceable against Contributor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceability. (a) The Borrower has the power and authority, and the legal right, to own or lease and operate its property, and to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform the Loan Documents and to obtain the Loan hereunder. The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents and to authorize the borrowing of the Loan on the terms and conditions contained herein. No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents. Each Loan Document has been duly executed and delivered by the Borrower. (b) This Agreement constitutes, and each other Loan Document when delivered hereunder will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceability. Each Acquired Company has requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is required to be a party and to perform its obligations hereunder and thereunder. Each Acquired Company has taken all limited liability company actions or proceedings required to be taken by or on the part of such Acquired Company to authorize and permit the execution and delivery by such Acquired Company of this Agreement, each such Ancillary Agreement and the instruments required to be executed and delivered by it pursuant hereto and thereto, and the performance by such Acquired Company of its obligations hereunder and thereunder and the consummation by such Acquired Company of the Contemplated Transactions. This Agreement has been (or in the case of such Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by each Acquired Company, and assuming the due authorization, execution and delivery by each of the other parties hereto or thereto, constitutes (or will constitute) the legal, valid and binding obligation of each Acquired Company, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity.