Corporate Power and Authority; Validity and Authorization Sample Clauses

Corporate Power and Authority; Validity and Authorization. UbiquiTel and the Merger Subs each have full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements. This Agreement has been duly authorized, executed and delivered by UbiquiTel and the Merger Subs, and is enforceable against UbiquiTel and the Merger Subs, in accordance with its terms. The Related Agreements to which UbiquiTel and each of the Merger Subs is a party have been (or, in the case of Related Agreements to be delivered at or before the CLOSING, upon execution will be) duly authorized, executed and delivered by UbiquiTel and the Merger Subs, and will constitute the legal, valid and binding obligations enforceable against each of them in accordance with their terms.
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Corporate Power and Authority; Validity and Authorization. Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements and this Agreement and each Related Agreement to which Buyer is a party has been duly authorized, executed and delivered by Buyer, enforceable against Buyer in accordance with its terms.
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Corporate Power and Authority; Validity and Authorization. The Company has full corporate power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for by this Agreement to which it is a party. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Each Stockholder represents that it has full corporate power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for by this Agreement to which such Stockholder is a party and this Agreement has been duly authorized, executed and delivered by such Stockholder; provided, however, that as to this sentence, each Stockholder represents and warrants only as to such Stockholder's power and authority. The Jedinaks represent and warrant that each has full power, authority and capacity to execute, deliver and perform this Agreement and each Related Agreement to which either Jedinak is a party. No Stockholder has knowledge of any defect in any other Stockholder's or either Jedinak's power, authority or capacity that could impair the enforceability of this Agreement and the applicable Related Agreements against any other Stockholder or either Jedinak. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each of the foregoing, enforceable against them in accordance with its terms. Each Seller represents that when the Related Agreements and the other instruments called for by this Agreement to which such Seller is a party are executed and delivered at the Closing,
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Corporate Power and Authority; Validity and Authorization. Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements. This Agreement has been duly authorized, executed and delivered by Buyer. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. When the Related Agreements to which Buyer is a party are delivered at the Closing, such agreements will have been duly authorized, executed and delivered by Buyer, and will constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
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Corporate Power and Authority; Validity and Authorization. Each --------------------------------------------------------- Parent and Seller has full corporate or limited liability company (as applicable) power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements to which such Parent or Seller is a party. This Agreement has been duly authorized, executed and delivered by each Parent and Seller, and constitutes the legal, valid and binding obligation of each Parent and Seller, enforceable against them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). When the Related Agreements to which a Parent or Seller is a party are delivered at Closing, such agreements will have been duly authorized, executed and delivered by such Parent or Seller, as the case may be, and will constitute the legal, valid and binding obligations of such Parent or Seller, as the case may be, enforceable against such Parent or Seller, as the case may be, in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
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Corporate Power and Authority; Validity and Authorization. Buyer --------------------------------------------------------- has full limited liability company power and authority to execute, deliver and perform its obligations under this Agreement, the Promissory Notes, the Guaranty and the Related Agreements. This Agreement has been duly authorized, executed and delivered by Buyer, and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). When the Promissory Notes, the Guaranty and the Related Agreements to which Buyer is a party are delivered at the Closing, such agreements will have been duly authorized, executed and delivered by Buyer, and will constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
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Corporate Power and Authority; Validity and Authorization. Buyer and Merger Sub have full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements. This Agreement has been duly authorized, executed and delivered by Buyer and Merger Sub, and is enforceable against Buyer and Merger Sub in accordance with its terms. When the Related Agreements to which each of Buyer and Merger Sub is a party are delivered at the Closing, such agreements will have been duly authorized, executed and delivered by Buyer and Merger Sub, and will constitute the legal, valid and binding obligations of Buyer and Merger Sub, enforceable against Buyer and Merger Sub in accordance with their terms.
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Corporate Power and Authority; Validity and Authorization. Each of Public, Superholdings and Merger Sub has full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. This Agreement has been duly authorized, executed and delivered by Public, Superholdings and Merger Sub, and is enforceable against Superholdings and Merger Sub, and upon approval by the Public stockholders will be enforceable against Public, in accordance with its terms. When the Related Agreements to which each of Public, Superholdings and Merger Sub is a party are delivered at the Closing, such agreements will have been duly authorized, executed and delivered by Public, Superholdings and Merger Sub, and will constitute the legal, valid and binding obligations of Public, Superholdings and Merger Sub, enforceable against Public, Superholdings and Merger Sub in accordance with their terms.
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Related to Corporate Power and Authority; Validity and Authorization

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • 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.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Corporate Power and Authority; No Conflicts The execution, delivery and performance by Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders which has not been obtained; (b) contravene its certificate of incorporation or by-laws; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Documents), registration, consent or approval under any Law (including, without limitation, Regulations T, U and X of the Board of Governors), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any Guarantor; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any Guarantor is a party or by which it or its properties may be bound or affected; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by Borrower or any Guarantor; or (f) cause such corporation to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

  • Corporate Power and Authority; Enforceability Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

  • 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 Authority; Authorization Debtor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Liens and security interests on the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Liens and security interests on the Collateral pursuant to, this Agreement.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

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