Common use of Sufficient Powers Clause in Contracts

Sufficient Powers. (1) The Buyer and its representatives, with respect to their actions in the name of and on behalf of the Buyer, shall have at the Closing Date full authority and powers necessary to accept, agree and enter into this Agreement and all other agreements and documents relating thereto, to bind compliance with and subject to the Authorization, to perform the obligations undertaken by the Buyer under this Agreement, and under all other agreements and documents relating thereto, and to perform the transactions under this Agreement, and under all other agreements and documents relating thereto, which have been duly authorized. (2) This Agreement, and any other agreement or document related to this Agreement, is or has been duly signed, granted and entered into by the Buyer and/or its agents, and constitutes or shall constitute, as the case may be, a valid, legally binding and enforceable obligation of the Buyer, enforceable by law in accordance with all the terms thereto. (3) Except as otherwise provided in this Agreement, entering into, granting, performing and executing this Agreement, and any other agreement or document hereunder, does not and shall not require the Buyer to obtain any other consent, waiver, authorization or approval from any person, entity or governmental authority, except as provided herein. (4) Entering into, granting and perfing this Contract, and any other contract or document hereunder, by the Buyer: (i) does not violate any provision of any applicable law or regulation to which the Buyer may be subject; (ii) does not violate or result in a violation or breach of, or constitutes cause for termination, modification or expiration, in whole or in part of, of any term or condition of any contract, agreement or covenant under which the Buyer and/or any of its property is bound; and (iii) does not violate any resolution, decision or ruling of any governmental or judicial authority applicable to the Buyer. (5) The Buyer is not in a state of cessation of payments, has not requested the formation of its reorganization proceeding or its own bankruptcy, and does not have bankruptcy applications in process.