Authority to Execute and Perform this Agreement Clause Samples

Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser and of its obligations hereunder and the consummation by the Purchaser of the Transaction have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Vendors) constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms.

Authority to Execute and Perform this Agreement. Each of the Company and each Principal Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to issue, sell, assign, trans- fer and convey the Company Shares and the Private Shares, as applicable, and to perform fully their respective obligations here- under. This Agreement has been duly executed and delivered by each such party and, assuming due execution and delivery by, and enforce- ability against, the Investor, this Agreement constitutes the valid and binding obligation of each Principal Shareholder and of the Company, enforceable against him and it in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by the Company, or by any Principal Share- holder, or in connection with the execution and delivery by the Company any Principal Shareholder of this Agreement, or the consum- mation and performance by each of them of the transactions contem- plated hereby, other than the approval of the Board of Directors of the Company with respect to the Company. Each person signing this Agreement on behalf of the Company is the duly elected officer of the Company holding the position indicated by such person's name on the Signature Page hereof, and each such person has full corporate authority to execute and deliver to the Investor, and to cause the entry into and performance of, this Agreement which, once so executed and delivered, will constitute the legally binding agree- ment of the Company, enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by the Company and each Principal Shareholder, and the consummation by each of them of the transactions contemplated hereby in accordance with the terms and conditions hereof, will not: (a) violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both would constitute) a default under, any contract, lease, ...

Authority to Execute and Perform this Agreement. Purchaser is a company duly organized, validly existing and in good standing under the Laws of [—] and has all necessary power and authority (a) to enter into this Agreement, (b) to purchase the Equity Interest, (c) to carry out its obligations hereunder and (d) to consummate the transactions contemplated hereby. The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite actions on the part of Purchaser.

Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite actions on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

Authority to Execute and Perform this Agreement. The Purchaser is a Corporation duly organized, validly existing and in good standing under the Laws of the British Virgin Islands and has all necessary power and authority (a) to enter into this Agreement, (b) to purchase the Purchased Shares, (c) to carry out its obligations hereunder, and (d) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller and the Company) this Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

Authority to Execute and Perform this Agreement. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the Netherlands and has all necessary power and authority (a) to enter into this Agreement, (b) to sell the Equity Interest pursuant hereto, (c) to carry out its obligations hereunder and (d) to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Seller.