Common use of Authorization of Company Clause in Contracts

Authorization of Company. The Company has all necessary power and authority to execute and deliver any and all Company Ancillary Documents hereunder and to which it is a party and to perform its obligations thereunder and to consummate this Agreement and the transactions contemplated thereby. The execution, delivery and performance by the Company of the Company Ancillary Documents to which it is a party and the consummation of this Agreement and the transactions contemplated thereby have been duly authorized and approved by all of the Company's members and managers in accordance with the Company Organizational Documents and all Laws. When each of the Company Ancillary Documents to which the Company is a party has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery thereof by the other parties thereto, each such Company Ancillary Document will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability (a) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally, and (b) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). .

Appears in 1 contract

Sources: Purchase Agreement

Authorization of Company. The Company has all necessary power and authority to execute and deliver any and all Company Ancillary Documents hereunder and to which it is a party and to perform its obligations thereunder and to consummate this Agreement and the transactions contemplated thereby. The execution, delivery and performance by the Company of the Company Ancillary Documents to which it is a party and the consummation of this Agreement and the transactions contemplated thereby have been duly authorized and approved by all of the Company's members and managers in accordance with the Company Organizational Documents and all Laws. When each of the Company Ancillary Documents to which the Company is a party has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery thereof by the other parties thereto, each such Company Ancillary Document will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability (a) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally, and (b) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). .

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Shiloh Industries Inc)