Power and Authority; Authorization Sample Clauses

Power and Authority; Authorization. Debtor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Liens and security interests on the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Liens and security interests on the Collateral pursuant to, this Agreement.

Power and Authority; Authorization. Each of the Borrower and the Sponsor has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Borrower has all requisite power and authority to perform its obligations under the Amended Credit Agreement and the Sponsor has all requisite power and authority to perform its obligations under the Amended Guaranty. Each of the Borrower and the Sponsor has duly authorized, executed and delivered this Amendment.

Power and Authority; Authorization. Buyer has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. The execution, delivery and performance of the Transaction Documents by Buyer and the consummation of the transactions contemplated thereby have been duly authorized by all requisite corporate action on the part of Buyer, and no other corporate proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of the Transaction Documents to which Buyer is a party.

Power and Authority; Authorization. Each Grantor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to, this Security Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to, this Security Agreement.

Power and Authority; Authorization. (a) Assuming the accuracy of the representation set forth in the first sentence of Section 5.7, the Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Shareholder Approve”), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations under this Agreement, and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize the performance of the Company’s obligations under this Agreement or the consummation of, and to consummate, the Transactions, except, with respect to the Merger, the receipt of the Company Shareholder Approval and the Merger Filing. (b) The Company Shareholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and to approve the Transactions, including the Merger, under the NJBCA, the Company Governing Documents and the listing and corporate governance rules and regulations of the NYSE. (c) On or prior to the date hereof the Company Board of Directors has unanimously (i) determined that the terms of the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Shareholders, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein, and the consummation of the Merger and the other Transactions upon the terms and subject to the conditions contained herein, (iii) declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions contained herein and (iv) resolved to recommend that the Company Shareholders adopt this Agreement. None of the foregoing actions by the Company Board of Directors has been rescinded or modified in any way (not including a Change of Recommendation that may be effected after the date hereof in accordance with the terms of Section 6.6). (d) This Agreement has been duly and validly executed and delivered by the Company and, assuming the...

Power and Authority; Authorization. It has full power, authority and legal right to execute, deliver and perform this Titling Trust Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Titling Trust Agreement.

Power and Authority; Authorization. (a) Each of the Investees has all necessary corporate power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution and delivery of this Agreement and each other Investment Document to which the Investees are a party, the performance by the Investees of their obligations hereunder and thereunder and the consummation by the Investees of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of the Investees. (c) As of the Closing Date, the adoption of the Memorandum and Articles shall have been duly authorized by all requisite corporate action of the Company and its Shareholders.

Power and Authority; Authorization. The Guarantor has full corporate power and authority and has taken all requisite action on its part necessary for (i) the authorization, execution and delivery of the Guarantee, and (ii) the authorization of the performance of all its obligations hereunder.

Power and Authority; Authorization. Each Borrower has the corporate or limited liability company, as applicable, power and authority to execute, deliver and perform the terms and provisions of the Credit Agreement and has taken all necessary corporate or limited liability company, as applicable, action to authorize the execution, delivery and performance thereof.