Existence; Good Standing; Authority; Enforceability Sample Clauses

The 'Existence; Good Standing; Authority; Enforceability' clause serves to confirm that each party to the agreement is a validly existing legal entity, is in good standing under the laws of its jurisdiction, and has the legal authority to enter into and perform the contract. In practice, this means that the parties represent they are properly formed (such as a corporation or LLC), have complied with necessary legal requirements (like filing annual reports), and that the individuals signing have the power to bind the entity. This clause ensures that the contract is legally binding and enforceable, reducing the risk of future disputes over a party’s capacity or authority to participate in the agreement.
Existence; Good Standing; Authority; Enforceability. (a) Each of Emergent and each of its Subsidiaries is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof and (ii) duly licensed or qualified to do business as a foreign corporation or other entity (as applicable) in, and are in good standing (as applicable) under the Applicable Laws of, each jurisdiction under which such licensing or qualification is necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. True and complete copies of the organizational documents of Emergent and each of its Subsidiaries have been heretofore provided to PJC. Emergent and its Subsidiaries are in compliance with, and are not in violation or default under, the terms of their organizational documents. (b) Each of Emergent and each of its Subsidiaries that is to be a party to any Transaction has the requisite corporate or other entity (as applicable) power and authority to execute and deliver this Agreement (in the case of Emergent) and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herein and therein. The execution and delivery by each of Emergent and each of its Subsidiaries that is to be a party to any Transaction of this Agreement (in the case of Emergent) and the other Transaction Documents to which it is or shall be a party, the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated herein and therein have been duly authorized by all requisite corporate or other entity (as applicable) action on the part of Emergent and each such Subsidiary and no other corporate or other entity (as applicable) authorization or proceedings on the part of Emergent or any such Subsidiary is required therefor, except for the Shareholder Approval. This Agreement (in the case of Emergent) and each other Transaction Document to which Emergent or a Subsidiary of Emergent is or shall be a party has been or shall be duly executed and delivered by Emergent or such Subsidiary, as the case may be, and, assuming the due authorization, exe...
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Existence; Good Standing; Authority; Enforceability. (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all required power and authority to own or lease its properties and assets and to conduct its business as presently conducted. Each Seller is duly qualified to do business and in good standing as a foreign entity in all jurisdictions in which the failure to be so qualified would be reasonably likely to have a material adverse effect on such Seller. (b) Each Seller has full authority and capacity to execute, deliver and perform this Agreement and all of the other documents contemplated hereby to be executed by such Seller. The execution, delivery and performance by each Seller of this Agreement and all of the other documents contemplated hereby to be executed by such Seller have been duly authorized by all required action on the part of such Seller (including approval by its board of directors, board of managers, stockholders or equity holders, as applicable). (c) This Agreement and all of the other documents contemplated hereby to be executed by each Seller have been duly executed and delivered by such Seller and this Agreement is, and each of such other documents upon execution and delivery will be, legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with its terms.
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Existence; Good Standing; Authority; Enforceability. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. Buyer has full corporate power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized and approved by Buyer and does not require any further authorization or consent of Buyer. This Agreement has been duly authorized, executed and delivered by Buyer and is the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
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Existence; Good Standing; Authority; Enforceability. GTT is a corporation, duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. GTT has full corporate power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by GTT has been duly authorized and approved by GTT and does not require any further authorization or consent of GTT. This Agreement has been duly authorized, executed and delivered by GTT and is the legal, valid and binding obligation of GTT enforceable against GTT in accordance with its terms.
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Existence; Good Standing; Authority; Enforceability. (a) The Purchaser is a corporation duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia. Purchaser Europe is a company duly formed, validly existing and in good standing under the laws of Ireland. The Purchaser and Purchaser Europe each have all required power and authority to own and lease their respective properties and assets and to conduct their respective businesses as now conducted. The Purchaser and Purchaser Europe are each duly licensed or qualified to do business as a foreign entity and each is in good standing under the laws of each other jurisdiction in which such licensing or qualification is necessary, except where the failure to be so licensed or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the ability of the Purchaser and Purchaser Europe to perform their respective obligations under this Agreement and any other Transaction Documents to which they are or will be a party, and to consummate the transactions contemplated hereby and thereby. (b) The Purchaser and Purchaser Europe each have all required power and authority to execute and deliver this Agreement and any other Transaction Documents to which they are or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any other Transaction Documents to which the Purchaser and Purchaser Europe are or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of the Purchaser and Purchaser Europe. (c) This Agreement has been, and each other Transaction Document to which the Purchaser and Purchaser Europe are or will be a party will be, duly and validly executed and delivered by the Purchaser and Purchaser Europe and (assuming due authorization, execution and delivery by the Sellers and each other party thereto) this Agreement constitutes, and each other Transaction Document to which they are or will be a party will, constitute, a legal, valid and binding obligation of the Purchaser and Purchaser Europe, enforceable against the Purchaser and Purchaser Europe in accordance with its terms, except for the Equitable Exceptions.
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Existence; Good Standing; Authority; Enforceability. (a) Each Lore Trust is a Louisiana trust, duly organized, validly existing and in good standing under the laws of the State of Louisiana and has all required power and authority to own and operate its properties and to conduct its business as now conducted. Each Lore Trust is treated, for Tax purposes, as a grantor trust with a single grantor who is a United States citizen or resident individual, and meets the requirements of Code section 1361(c)(2)(A)(i) and comparable provisions of applicable state and local Law. (b) The Stockholder has all required power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Stockholder is a party, to perform the Stockholder’s obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Stockholder of this Agreement and other Transaction Documents to which the Stockholder is a party, the performance by the Stockholder of the Stockholder’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Stockholder, and no other authorization or Proceedings on the part of the Stockholder are required therefor. (c) This Agreement and the other Transaction Documents to which the Stockholder is a party have each been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the Company, the Purchaser and the other Stockholder (as applicable), constitute legal, valid and binding obligations of the Stockholder, enforceable against the Stockholder in accordance with their terms, except for the Equitable Exceptions.
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Existence; Good Standing; Authority; Enforceability. (a) Each Lore Trust is a Louisiana trust, duly organized, validly existing and in good standing under the laws of the State of Louisiana and has all required power and authority to own and operate its properties and to conduct its business as now conducted. Each Lore Trust is treated, for Tax purposes, as a grantor trust with a single grantor who is a United States citizen or resident individual, and meets the requirements of Code section 1361(c)(2)(A)(i) and comparable provisions of applicable state and local Law. (b) The Stockholder has all required power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Stockholder is a party, to perform the Stockholder’s obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Stockholder of this Agreement and other Transaction Documents to which the Stockholder is a party, the performance by the Stockholder of the Stockholder’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Stockholder, and no other authorization or Proceedings on the part of the Stockholder are required therefor. (c) This Agreement and the other Transaction Documents to which the Stockholder is a party have each been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the Company, the Purchaser and the other Stockholder (as applicable), constitute legal, valid and binding obligations of the Stockholder, enforceable against the Stockholder in accordance with their terms, except for the Equitable Exceptions.
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Related to Existence; Good Standing; Authority; Enforceability

  • Existence; Authority; Enforceability Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

  • Organization; Authority; Enforceability (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

  • Power and Authority; Enforceability This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.