Seller Authority. Seller has full power, authority, and legal right to execute and deliver this Agreement and to perform and observe the covenants and agreements contained herein.
Seller Authority. On or before the Closing Date, Seller shall deliver to Buyer (a) a certificate of good standing from the Seller’s jurisdiction of organization and (b) a certified copy of resolutions evidencing Seller’s authority to consummate this transaction, in form and substance reasonably satisfactory to Buyer, and any other evidence of Seller’s authority to consummate this transaction as reasonably required by the Title Company to issue the Title Policy.
Seller Authority. I/We hereby certify that I am/we are all the Seller(s) and am/are authorized to transfer the Property and hereby agree to the above terms, and that no other third party consent is necessary or has been omitted to execute this Agreement or convey the property and by signing below hereby agree to the above terms. Seller Seller ______________________________ Seller Seller
Seller Authority. Seller shall deliver evidence of organization, existence and authority of Seller to consummate the transactions contemplated hereunder, and the authority of any person executing documents on behalf of such entity reasonably satisfactory to the Title Company and Buyer.
Seller Authority. Such Seller has the requisite power and authority to execute and deliver this Agreement and to perform his, her or its obligations hereunder and to consummate the transactions contemplated herein. This Agreement has been duly and validly executed and delivered by such Seller and, assuming that this Agreement constitutes the valid and binding agreement of the other parties hereto, constitutes the valid and binding obligations of such Seller, enforceable against such Seller in accordance with its terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Seller Authority. Seller shall have provided evidence satisfactory to (i) the Title Company that all necessary corporate, partnership, trust and limited liability company authority and approvals have been issued and obtained from Seller and (ii) Purchaser that all necessary corporate, partnership, trust and limited liability company authority and approvals have been issued and obtained for or from each of the KBS Guarantors.
Seller Authority. Seller warrants that Seller is the owner of the Property, that Seller has full authority to enter into this Agreement for the sale of the Property, and that there are no other parties who hold any unrecorded interests in the Property.
Seller Authority. Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto by Seller, including without limitation Seller’s organizational documents, resolutions and good standing certificates.
Seller Authority. Seller may, consistent with Good Utility Practice, take whatever actions or inactions with regard to the Facility it deems necessary during an Emergency in order to: i) preserve public health and safety; ii) preserve the reliability of the Facility; iii) limit or prevent damage; and iv) expedite restoration of service. Seller shall use reasonable efforts to minimize the effect of such actions or inactions on the Company Transmission System.
Seller Authority. Seller has the requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which the Seller is a party, to perform its obligations hereunder and consummate the transactions contemplated herein, to perform all of Seller’s obligations under this Agreement and the Transaction Documents to which Seller is a party, and to comply with and fulfill the terms and conditions of this Agreement and the Transaction Documents to which Seller is a party. The execution, delivery and performance of this Agreement and the Transaction Documents to which Seller is a party have been duly authorized by all the necessary corporate or similar actions in respect thereof, and no other acts or proceedings on the part of Seller are necessary to authorize the execution, delivery or performance by Seller of this Agreement and each of the Transaction Documents to which Seller is a party. This Agreement has been duly authorized and validly executed and delivered by Seller and, assuming that this Agreement constitutes the valid and binding agreement of the other parties hereto, constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “General Enforceability Exceptions”).
