Authorization of Transaction Sample Clauses

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. 8 4.4 Noncontravention....................................................................................8 4.5

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity o...

Authorization of Transaction. Subject only to Requisite Target Shareholder Approval, the Target has full power and authority (including full corporate power and authority) and has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Target, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Purchaser has the corporate power to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of Company, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms.