Authority to Execute and Deliver Clause Samples

Authority to Execute and Deliver. In the event that any collateral -------------------------------- granted by any Collateral Document is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of the "Collateral Agent" (as defined in the Sharing Agreement) on behalf of the "Creditors" (as defined in the Sharing Agreement). In addition the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations the Sharing Agreement. In furtherance and without limitation of the foregoing, the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of each of the Holders of Secured Obligations to execute the Pledge Agreements to secure the "Secured Obligations" (as defined in the Sharing Agreement) plus, if applicable, the necessary notarial reference deed executed in connection therewith, including the power to: (i) Receive the pledges of shares (Entgegennahme von Verpfandunen von Geschaftsanteilen) in German limited liability companies (GmbHs) under the Pledge Agreements, execute the notarial share pledge agreements (Unterzeichnung notarieller Verpfandungsurkunden) in connection therewith, execute the reference deeds (Unterzeichnung von Bezugsurkunden) in connection therewith, and execute any other document in connection therewith; (ii) Execute other security arrangements in connection with the Pledge Agreements in favor of the "Creditors" (as defined in the Sharing Agreement) including without limitation, pledges of assets other than shares, guarantees, security transfer agreements (Sicherungsubereignungsvertrage) relating to tangible and/or intangible assets and of security assignment agreements relating to claims and receivables (Sicherungsabiretungs-vereinbarungen). The Collateral Agent may act individually or may grant sub-powers of attorney (Untervollmachten) and shall be released from the restrictions set forth in section 181 of the German Civil Code (prohibition to represent several parties in the same transaction, and to represent the person represented in transactions with himself).

Authority to Execute and Deliver. Priveco has all requisite corporate power and authority to execute and deliver this Agreement and the Closing Documents (collectively, the “Priveco Documents”) and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Priveco Documents by Priveco and the consummation of the transactions contemplated hereby have been duly authorized by Priveco’s board of directors. No other corporate or shareholder action is necessary to authorize such documents or to consummate the transactions contemplated hereby. The Priveco Documents when executed and delivered by Priveco as contemplated by this Agreement will be duly executed and delivered by Priveco and will constitute valid and binding obligations of Priveco, enforceable against it in accordance with their respective terms except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) as limited by public policy.

Authority to Execute and Deliver. The person or persons executing this instrument hereby represent(s) and warrant(s) that he, she or they are the duly authorized officer(s), representative(s) or agent(s) of the Seller, and that he, she or they have the power and authority to execute and deliver this instrument on behalf of Seller.

Authority to Execute and Deliver. Each Party is authorized to carry on business in each of the jurisdictions where the Fee Lands are situated.

Authority to Execute and Deliver. Pubco and each of the Pubco Shareholders have all power and authority to execute and deliver this Agreement and the Closing Documents (collectively, the “Pubco Documents”) to be signed by Pubco and the Pubco Shareholders, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Pubco Documents by Pubco and the consummation by Pubco of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Pubco is necessary to authorize such documents or to consummate the transactions contemplated hereby. The Pubco Documents when executed and delivered by Pubco as contemplated by this Agreement will constitute valid and binding obligations of Pubco enforceable against it in accordance with their respective terms, except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) as limited by public policy.