Authority and Qualification Clause Samples

Authority and Qualification. Tenant warrants that all consents or approvals required of third parties (including its Board of Directors) for the execution, delivery and performance of this Lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. Landlord warrants that all consent or approvals required of third parties (including its Board of Trustees) for the execution, delivery and performance of this Lease have been obtained and that Landlord has the right and authority to enter into and perform its covenants contained in this Lease. Landlord and Tenant each also represents and warrants that it is lawfully doing business in the state in which the Properties are located.

Authority and Qualification. The individual signing this Agreement agrees and warrants that (i) he/she has the authority to bind contractually the Exhibitor applying for Exhibit Space and (ii) the product and services brought to be exhibited qualifies for the Event. If OTC, at any time, determines, in its sole discretion, that the product does not qualify for the Event, OTC can cancel the Exhibit Space and Agreement without any refunds and liability to Exhibitor.

Authority and Qualification uBid has the power and authority to enter into this Agreement.

Authority and Qualification of the Barge Family and CEFI. CEFI is a Luxembourg societe de participations financiere, duly organised and validly existing under the laws of Luxembourg, and it, along with each of the members of the Barge Family, has all necessary power and authority to enter into this Agreement, and CEFI has all necessary power and authority to enter into the New Stockholders Agreement and the New Registration Rights Agreement, to carry out their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the New Stockholders Agreement and the New Registration Rights Agreement by CEFI and, with respect to this Agreement only, the Barge Family, the performance by the Barge Family and CEFI of their obligations hereunder and thereunder and the consummation by the Barge Family and CEFI of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Barge Family and CEFI. This Agreement has been, and upon their execution the New

Authority and Qualification. Each of the IP Owners and/or Shareholders has the power and authority to enter into this Agreement.

Authority and Qualification. Tenant warrants that all consents or approvals required of third parties (including its Board of Directors) for the execution, delivery and performance of this Lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. Landlord warrants that all consent or approvals required of third parties (including its Board of Trustees) for the execution, delivery and performance of this Lease have been obtained and that Landlord has the right and authority to enter into and perform its covenants contained in this Lease. Landlord and Tenant each also represents and warrants that it is lawfully doing business in the State. ________________________________________________________________________________________________________________________

Authority and Qualification. 60 14.8 Severability..................................................60

Authority and Qualification. REC is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. REC has all necessary power and authority to enter into this Agreement and the Concurrent Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by REC of this Agreement and the Concurrent Agreements to which it is a party, the performance by REC of its obligations hereunder and thereunder and the consummation by REC of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of REC, and no other corporate proceedings on the part of REC or any of its Affiliates is required in connection therewith. This Agreement has been, and upon its execution, each of the other Concurrent Agreements to which REC is a party will be, duly executed and validly delivered by REC, and (assuming, if applicable, due authorization, execution and delivery by each of the other Parties hereto and thereto) this Agreement constitutes and, upon its execution, each of the other Concurrent Agreements to which it is a party shall constitute, a legal, valid and binding obligation of REC, enforceable against REC in accordance with its terms.

Authority and Qualification. The FC Entities (a) are each duly organized, validly existing, and in good standing under the laws of its state of formation, (b) each have the power and authority to execute, deliver and perform this Agreement, the Note and the other Loan Papers to which they are a party and to borrow or guarantee the Obligations hereunder (c) each person signing on behalf of the FC Entities has the power and authority to execute and deliver on behalf of the FC Entities the Loan Papers to which they are a party, (d) are each in all respects duly qualified and licensed under all applicable laws or regulations to own their respective properties as now owned and to carry on their respective businesses as now conducted and in which the failure to so qualify could have a material adverse affect on (i) the business, properties, operations, prospects or condition (financial or otherwise) of Borrower and the FC Entities, taken as a whole or (ii) the ability of Borrower or any other FC Entity to perform, or of Bank to enforce, any of the Obligations, and (e) are each duly qualified to do business and are in good standing in every jurisdiction where the character of their respective properties or nature of their respective activities makes such qualification necessary and in which the failure to so qualify could have a material adverse affect on (i) the business, properties, operations, prospects or condition (financial or otherwise) of Borrower and the FC Entities, taken as a whole or (ii) the ability of Borrower or any other FC Entity to perform, or of Bank to enforce, any of the Obligations.