CORPORATE AUTHORIZATIONS; BINDING EFFECT Sample Clauses

CORPORATE AUTHORIZATIONS; BINDING EFFECT. The execution, delivery and performance by Borrower of this Agreement are within the corporate authority of Borrower, have been duly authorized by all necessary corporate proceedings and do not and will not, to the knowledge of Borrower, (i) contravene, or constitute a default under, any provisions of applicable law or regulations or of the Articles of Incorporation or Bylaws of Borrower or of any presently existing material contract, agreement, judgment, order, decree or other material instrument binding upon Borrower or (ii) result in or require the creation or imposition of any lien upon or with respect to any material property now or hereafter owned by Borrower under any presently existing material contract, agreement or other material instrument binding upon it, other than that specifically created under this Agreement. To the knowledge of Borrower, this Agreement constitutes, as of its execution, a legal, valid and binding agreement enforceable against Borrower in accordance with its terms.
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CORPORATE AUTHORIZATIONS; BINDING EFFECT. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Seller have been duly authorized by the Board of Directors and Shareholders of Seller. Corporate resolutions reflected in the foregoing shall be delivered to Buyer at Closing. This Agreement and the other agreements and instruments executed or to be executed in connection with the transactions contemplated hereby to which Seller is a party and the consummations of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller and constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms.
Sample 1
CORPORATE AUTHORIZATIONS; BINDING EFFECT. Buyer has all necessary corporate powers and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms, subject to the approval of the Board of Directors of Buyer.
Sample 1
CORPORATE AUTHORIZATIONS; BINDING EFFECT. Delivery and performance of this Agreement and the transactions contemplated hereby by Xenotech Rental and BTN have been duly authorized by the Board of Directors of Xenotech Rental and BTN. Corporate resolutions reflecting the foregoing shall be delivered to ALEI at Closing. This Agreement and the other agreements and instruments executed in connection with the transactions contemplated hereby to which Xenotech Rental and BTN are a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Xenotech Rental and BTN and constitute the valid and legally binding obligations of Xenotech Rental and BTN enforceable against Xenotech Rental and BTN in accordance with their respective terms.
Sample 1

Related to CORPORATE AUTHORIZATIONS; BINDING EFFECT

  • Authorization; Binding Effect (a) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Seller.

  • Authorization and Binding Effect The execution and delivery by the Company of the Loan Documents to which it is a party, and the performance by the Company of its obligations thereunder, are within its corporate power, have been duly authorized by proper corporate action on the part of the Company, are not in violation of any existing law, rule or regulation of any governmental agency or authority, any order or decision of any court, the Articles of Incorporation or By-Laws of the Company or the terms of any agreement, restriction or undertaking to which the Company is a party or by which it is bound, and do not require the approval or consent of the shareholders of the Company, any governmental body, agency or authority or any other person or entity. The Loan Documents to which the Company is a party, when executed and delivered, will constitute the valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights and except to the extent that general principles of equity might affect the specific enforcement of such Loan Documents.

  • Execution; Binding Effect This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to Section 8.03, this Agreement shall inure to the benefit of and be binding upon the Seller and the Purchaser and their respective successors and assigns.

  • Authorization and Binding Effect of Documents (a) Transferee (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee and the consummation by Transferee of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Transferee and Transferee’s equity holders and/or board of directors or managers. This Agreement has been, and each of the other Documents to which Transferee is to be a party will be, duly executed and delivered by Transferee at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee enforceable against Transferee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

  • Due Authorization; Binding Agreement The Company has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by the Company and (assuming due authorization, execution and delivery by the Bondholders) constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

  • Corporate Authorizations Copies of the resolutions of each Seller, certified by the Secretary or Assistant Secretary thereof as being correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party and the consummation of the Contemplated Transactions (in each case to the extent required by such Seller’s Organizational Documents); and

  • Authorization; Binding Obligations The Servicer has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Servicer is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Servicer is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a party. This Agreement and the other Transaction Documents to which the Servicer is a party constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

  • Power; Due Authorization; Binding Agreement The Stockholder has all requisite legal capacity, power and authority to execute and deliver this Agreement, to perform his obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors rights generally and equitable principles of general applicability.

  • Corporate Authorization; Enforceability The execution, delivery and performance by Seller of this Agreement is within the corporate powers and has been, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

  • Corporate Authorization The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

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