Enforceability and Authority Sample Clauses
The Enforceability and Authority clause establishes that the parties entering into the agreement have the legal power and proper authorization to do so, and that the contract’s terms are valid and binding. In practice, this clause typically requires each party to confirm that they are not restricted by any other agreements or laws from entering into the contract, and that the individuals signing have the necessary corporate or organizational authority. Its core function is to prevent disputes over whether the contract is legally effective or whether the signatories had the right to bind their respective parties, thereby ensuring the agreement’s legitimacy and enforceability.
Enforceability and Authority. This Agreement and the other documents and instruments executed by each of the Sellers and/or Parent and/or each of the Named Individuals in connection herewith (collectively, the "Operative Documents," including, without limitation, this Agreement) to which it is a party have been duly executed and delivered by each of the Sellers and constitute a legal, valid and binding obligation of each of the Sellers, enforceable against each of the Sellers in accordance with their respective terms. Each of the Sellers has full power, capacity and authority (both legal and corporate) to execute and deliver this Agreement and the Operative Documents, and to perform its obligations hereunder and thereunder, and all required approvals of the Board of Directors of each of the Sellers and the shareholders of each Seller have been duly and properly obtained. No other corporate action on the part of any Seller is necessary to authorize the transactions contemplated hereby.
Enforceability and Authority. This Agreement, the ▇▇▇▇ of Sale and Assignment, the Management Agreement, the Escrow Agreement and the Security Agreement have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors and subject to general principles of equity. The Company has full power and authority (both legal and corporate) to execute and deliver this Agreement, the ▇▇▇▇ of Sale and Assignment, the Management Agreement, the Escrow Agreement and the Security Agreement and to perform its obligations hereunder and thereunder, and all required approvals of the Board of Directors and the stockholders of the Company have been duly and properly obtained.
Enforceability and Authority. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.
Enforceability and Authority. This Agreement, the Management Agreement, the Escrow Agreement, the Promissory Note and the Security Agreement that have been executed by the Purchaser, have been duly executed and delivered by the Purchaser and constitute legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors and subject to general principles of equity. The Purchaser has full power and authority (both legal and corporate) to execute and deliver this Agreement, the Management Agreement, the Escrow Agreement, the Promissory Note and the Security Agreement and to perform its obligations hereunder and thereunder, and all required approvals of the Board of Directors of the Purchaser and the shareholders of the Purchaser have been duly and properly obtained.
Enforceability and Authority. This Agreement and each Ancillary Agreement to which Buyer is a party constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party and to perform its obligations under this Agreement and each Ancillary Agreement to which Buyer is a party. The execution, delivery and full performance by Buyer of this Agreement and each Ancillary Agreement to which Buyer is a party, and the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements, have been duly and validly authorized and approved by all necessary action on the part of Buyer.
Enforceability and Authority. This Agreement and each of the other Transaction Documents to which each of the Parent and Merger Sub is a party has been duly executed and delivered by the Parent and Merger Sub and constitutes the legal, valid, and binding obligation of the Parent and Merger Sub, enforceable against the Parent and Merger Sub in accordance with its terms. Upon the execution and delivery by each party to this Agreement and by each party to each other Transaction Document, this Agreement and each such other Transaction Document will constitute the legal, valid, and binding obligation of the Parent and Merger Sub (if the Parent or Merger Sub is a party thereto), enforceable against the Parent and Merger Sub in accordance with its terms. Each of the Parent and Merger Sub has the absolute and unrestricted right, power, authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement and each of the other Transaction Documents to which the Parent or Merger Sub is a party.
Enforceability and Authority. This Agreement and each Ancillary Agreement to which Seller or RPC is a party constitutes the legal, valid and binding obligation of Seller and RPC, as applicable, enforceable against Seller and RPC, as applicable, in accordance with its respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. Each of Seller and RPC has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Seller or RPC is a party and to perform its respective obligations under this Agreement and each Ancillary Agreement to which Seller or RPC is a party. The execution, delivery and full performance by Seller and RPC of this Agreement and each Ancillary Agreement to which Seller or RPC is a party, and the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements, have been duly and validly authorized and approved by all necessary action on the part of Seller and RPC.
Enforceability and Authority. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Each party represents and warrants to the other that it has full corporate or entity power and authority to execute, deliver, and perform this Agreement according to its terms, they possess all consents, and approvals required to do so, and the execution, delivery, and performance of this Agreement have been duly authorized by each of them.
Enforceability and Authority. This Agreement and each of the other agreements, certificates or other instruments required to be delivered hereunder have been duly and validly authorized by all necessary corporate action of Epsilor. This Agreement has been duly executed and delivered by the Sellers and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms.
Enforceability and Authority. This Agreement and the other documents and instruments executed by Seller in connection herewith (the "Other Documents"), have been duly executed and delivered by the Seller and constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has full power and authority (both legal and corporate) to execute and deliver this Agreement and the Other Documents, and to perform its obligations hereunder and thereunder, and all required approvals of the Board of Directors of Seller and the shareholders of Seller have been duly and properly obtained.