Authorization of Agreements, Validity, Etc Clause Samples

The 'Authorization of Agreements, Validity, Etc' clause confirms that the parties entering into the contract have the legal authority and capacity to do so, and that the agreement is valid and enforceable. Typically, this clause requires each party to represent that their execution of the agreement has been duly authorized by all necessary corporate or organizational actions, such as board approvals or shareholder consents. Its core function is to ensure that the contract is legally binding and to prevent future disputes over whether a party had the proper authority to enter into the agreement, thereby reducing the risk of unenforceability.
Authorization of Agreements, Validity, Etc. The execution, delivery and performance by Mega and MGGA of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or Bylaws (or similar governing documents) of Mega or MGGA, any judgment, award or decree or any indenture, agreement or other instrument to which Mega or MGGA is a party, or by which either of them or any of their properties or assets is bound or affected, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation of imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the Assets of Mega. This Agreement has been duly executed and delivered by Mega and MGGA and constitutes the legal, valid and binding agreement of Mega and MGGA enforceable in accordance with its terms, except that such enforcement may be subject to traditional equitable remedies, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights.
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Authorization of Agreements, Validity, Etc. (a) GSS and Parent have full legal capacity and corporate power to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery of this Agreement by GSS and Parent, and the performance by GSS and Parent of their respective obligations hereunder, have been duly authorized by all requisite corporate action of GSS and Parent. This Agreement has been duly executed and delivered by GSS and Parent and constitute the legal, valid and binding obligation of 20 26 GSS and Parent, enforceable against them in accordance with its terms. (b) The execution and delivery by GSS and Parent of this Agreement, and the performance by GSS and Parent of their respective obligations hereunder, will not (w) violate any provision of law, any order of any court or other agency of government, the Certificates of Incorporation or By-laws of GSS or Parent, any judgment, award or decree or any provision of any indenture, agreement or other instrument to which GSS or Parent is a party, or by which GSS or Parent or any of their assets are bound or affected; (x) conflict with, result in a breach of, create any right of acceleration or termination under or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument; (y) result in the creation or imposition of any Liens upon any of the properties or assets of GSS or Parent; or (z) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Governmental Permit.
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Authorization of Agreements, Validity, Etc. (a) The Company has full legal capacity and unrestricted power to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder, have been duly authorized by all requisite corporate action of the Company, subject to receipt of requisite stockholder approval. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. (b) The execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations hereunder, will not (w) violate any provision of law, any order of any court or other agency of government, the Articles of Incorporation or By-laws of the Company, any judgment, award or decree or any provision of any indenture, agreement or other instrument to which the Company is a party, or by which the Company or any of its assets are bound or affected; (x) conflict with, result in a breach of, create any right of acceleration or termination under or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument; (y) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever (collectively, "Liens") upon any of the properties or assets of the Company; or (z) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Governmental Permit (as hereinafter defined).
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Authorization of Agreements, Validity, Etc. (a) Such Company Stockholder has full legal capacity and unrestricted power to execute and deliver this Agreement and to perform his/her obligations hereunder. This Agreement has been duly executed and delivered by such Company Stockholder and constitutes the legal, valid and binding obligation of such Company Stockholder, enforceable against him/her in accordance with its terms. (b) The execution and delivery by such Company Stockholder of this Agreement, and the performance by such Company Stockholder of his/her obligations hereunder, will not (w) violate any provision of law, any order of any court or other agency of government, the Articles of Incorporation or By-laws of the Company, any judgment, award or decree or any provision of any indenture, agreement or other instrument to which such Company Stockholder is a party, or by which such Company Stockholder or any of his/her assets are bound or affected; (x) conflict with, result in a breach of, create any right of acceleration or termination under or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument; (y) result in the creation or imposition of any Liens upon any of the properties or assets of such Company Stockholder; or (z) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Governmental Permit.
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Authorization of Agreements, Validity, Etc. The execution, delivery and performance by the Subsidiary and RBCF of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or Bylaws (or similar governing documents) of the Subsidiary or RBCF, any judgment, award or decree or any indenture, agreement or other instrument to which the Subsidiary or RBCF is a party, or by which any of them or any of their properties or assets is bound or affected, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation of imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the Assets of the Subsidiary. This Agreement has been duly executed and delivered by the Subsidiary and RBCF and constitutes the legal, valid and binding agreement of the Subsidiary and RBCF enforceable in accordance with its terms, except that such enforcement may be subject to traditional equitable remedies, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor’s rights.
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Authorization of Agreements, Validity, Etc. The execution, delivery ------------------------------------------ and performance by the Seller and Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Seller or Parent, any judgment, award or decree or any indenture, agreement or other instrument to which the Seller or the Parent is a party, or by which either of them or any of their properties or assets is bound or affected, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation of imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the Assets of the Seller. This Agreement has been duly executed and delivered by the Seller and Parent and constitutes the legal, valid and binding agreement of the Seller and Parent enforceable in accordance with its terms, except that such enforcement may be subject to traditional equitable remedies, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights.
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Authorization of Agreements, Validity, Etc. The execution, ------------------------------------------ delivery and performance by the Company and the Shareholders of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company or the Company's Subsidiary, any judgment, award or decree or any indenture, agreement or other instrument to which the Company or the Company's Subsidiary or either of the Shareholders is a party, or by which any of them or any of their properties or assets is bound or affected, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation of imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or the Company's Subsidiary. This Agreement has been duly executed and delivered by the Company and each of the Shareholders and constitutes the legal, valid and binding agreement of the Shareholders and the Company enforceable in accordance with its terms, except that such enforcement may be subject to traditional equitable remedies, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights.
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Related to Authorization of Agreements, Validity, Etc

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Stockholders' Agreement, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares and the issuance and delivery of the Converted Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Charter or the By-laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Purchased Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreement and the Stockholders' Agreement and as imposed by applicable federal and state securities laws. The Converted Shares have been duly reserved for issuance upon conversion of the Purchased Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreement and the Stockholders' Agreement and as imposed by applicable federal and state securities laws. Neither the issuance, sale or delivery of the Purchased Shares nor the issuance or delivery of the Converted Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of the Borrower.

  • Authorization and Validity of Agreement Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the agreements and instruments to which it is to be a party required to effect the Restructuring (the “Restructuring Agreements”) and the agreements to be delivered by it at the Closing pursuant to Section 5.3 (the “Other Agreements”). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors, managing members or analogous governing body of such party and, to the extent required by law, its stockholders or members, and no other corporate or other action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

  • Authorization; Validity of Agreement (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.