Organization, Power, Authority, Authorization and Binding Obligation Sample Clauses

Organization, Power, Authority, Authorization and Binding Obligation. 4.1.1 BFF is a corporation duly organized and legally existing in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority necessary (i) to own or lease its properties and to carry on its business as it is now being conducted, and (ii) to enter into this Agreement and the agreements contemplated hereby, and to carry out the transactions and agreements contemplated hereby or thereby. BFF is legally qualified to transact business as a foreign corporation, and is in good standing, in each of the jurisdictions in which its business or property is such as to require that it be thus qualified, except such jurisdictions where the failure to be so qualified would not have a BFF Material Adverse Effect. BAHC is a corporation duly organized and legally existing in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to enter into this Agreement and to carry out the transactions and agreements contemplated hereby or thereby. 4.1.2 The execution, delivery and performance of this Agreement, the License Agreement, the Sublease and each of the other agreements contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of each of BAHC and BFF, as the case may be. Each of this Agreement and the License Agreement has been duly executed and delivered by each of BAHC and BFF and is a valid and binding obligation of BAHC and BFF, enforceable in accordance with its terms. The Sublease has been duly authorized and, when executed and delivered in accordance with its terms, will be a valid and binding agreement of each of BFF enforceable in accordance with its terms. Except as set forth on Section 4.1 of the BFF Disclosure Schedule, neither the execution and delivery of this Agreement, the License Agreement or the Sublease or the agreements contemplated thereby nor the consummation of the transactions contemplated hereby or thereby will, as the case may be: (i) conflict with or violate any provision of BAHC's or BFF's respective certificates of incorporation or bylaws; (ii) conflict with or violate any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against BAHC or BFF; (iii) result in any breach of, constitute a default under, result in the acce...
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Related to Organization, Power, Authority, Authorization and Binding Obligation

  • Authorization and Binding Obligation The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

  • Authorization; Binding Obligation Seller has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Seller is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Seller is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller is a party. This Agreement and the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligations of Seller enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

  • Authorization; Binding Obligations The Servicer has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Servicer is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Servicer is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a party. This Agreement and the other Transaction Documents to which the Servicer is a party constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Power and Authority; Authorization; Execution and Delivery; Binding Obligation The Purchaser has the power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.