Authority, Execution and Enforceability Clause Samples

Authority, Execution and Enforceability. Such Party has full entity power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by such Party. Such Party has duly executed and delivered this Agreement, and this Agreement constitutes such Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies).

Authority, Execution and Enforceability. Such WHR Stockholder has all requisite and legal capacity to enter into this Agreement and to perform his obligations hereunder. Such WHR Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes such WHR Stockholder’s legal, valid and binding obligation, enforceable against him in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). Such WHR Stockholder’s marital status is correctly set forth on Exhibit A.

Authority, Execution and Enforceability. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Company. The Company has duly executed and delivered this Agreement, and this Agreement constitutes the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies).

Authority, Execution and Enforceability. The Borrower has full power and authority to execute, deliver and perform this Agreement. All necessary action, corporate or otherwise, has been taken by the Borrower to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes a valid, binding and enforceable obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.

Authority, Execution and Enforceability. The execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents and the consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents have been duly authorized by all necessary corporate action on the part of the Purchaser and the Parent. This Agreement and each other certificate, agreement, document or instrument to be executed and delivered by the Purchaser or the Parent in connection with the transactions contemplated by this Agreement (the "PURCHASER ANCILLARY DOCUMENTS") have been duly executed and delivered by the Purchaser and/or the Parent (as the case may be), and constitutes the valid and legally binding agreements of the Purchaser and/or Parent (as the case may be), enforceable against the Purchaser and/or the Parent (as the case may be) in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority, Execution and Enforceability. (a) The Company (i) has full right, power and authority to execute and deliver this Agreement, and (ii) had or has full right, power and authority to execute and deliver the Recapitalization Agreement, the Amended and Restated Operating Agreement, the Members' Agreement, the Credit Agreement, the Indenture and the Senior Subordinated Notes Purchase Agreement (collectively, the "Transaction Documents") and to perform its respective obligations hereunder and thereunder; and all requisite action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly taken. (b) Each Transaction Document has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against it in accordance with its terms, except to the extent that (i) such enforceability may be subject to (A) bankruptcy, insolvency, fraudulent, conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (B) general equitable principles (whether considered in a proceeding in equity or at law) and (ii) the validity or enforceability of rights to indemnification and contribution thereunder may be limited by Federal or state securities laws or regulations or the public policy underlying such laws or regulations.

Authority, Execution and Enforceability. Goodyear has all requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to carry out its obligations hereunder. The execution of this Agreement and/or the consummation of the transactions provided for hereby have been duly authorized by all necessary corporate actions of Goodyear and no other act or proceeding, corporate or otherwise, on the part of Goodyear is necessary to authorize the execution of this Agreement or the consummation by Goodyear of any of the transactions contemplated hereby. This Agreement has been duly executed and (assuming due authorization, execution and delivery by the other Parties hereto) constitutes a legal, valid and binding obligation of Goodyear enforceable in accordance with its terms except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally and general equitable principles.

Authority, Execution and Enforceability. The Sellers have all necessary power and authority to execute and deliver this Agreement and the Operative Agreements to which each is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Sellers of this Agreement and the Operative Agreements to which each is a party, and the performance by the Sellers of their obligations hereunder and thereunder, have been duly and validly authorized by all necessary board of directors approval and other action of the Sellers. This Agreement has been duly and validly executed and delivered by the Sellers and constitutes, and upon the execution and delivery by the Sellers of the Operative Agreements to which each is a party, will constitute, legal, valid and binding obligations of the Sellers enforceable against the Sellers in accordance with their terms.

Authority, Execution and Enforceability. Each of Borrower and Parent has full power and authority to execute, deliver and perform this Agreement. All necessary action, corporate or otherwise, has been taken by Borrower and Parent to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes a valid, binding and enforceable obligation of Borrower and Parent, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.