Power and Authority of Buyer Clause Samples

Power and Authority of Buyer. (a) Such Party has the requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Party of this Agreement and each Ancillary Agreement to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of such Party. This Agreement has been duly executed and delivered by such Party and, assuming the due authorization, execution and delivery by each other Party hereto, this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Such Party’s execution and delivery of this Agreement, each Ancillary Agreement, and each instrument required hereby to be executed and delivered by such Party at the Closing, and the compliance with the provisions of this Agreement and each Ancillary Agreement by such Party and the consummation by such Party of the transactions contemplated hereby or thereby, will not (i) conflict with or violate the organizational documents of such Party, each as amended to date and currently in effect, (ii) violate any Law applicable to such Party or any of its properties or assets or (iii) result in a material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien (not including Permitted Liens) upon any of the properties, rights or assets of such Party pursuant to, any Contract to which such Party is a party or by which it is bound or affected, except in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that would not reasonably be expected to have a material adverse effect on such Party or materially impair the ability of such Party to con...

Power and Authority of Buyer. Buyer has the right, power, legal capacity and authority to enter into, execute, deliver and perform such Buyer obligations under this Agreement and has the requisite power and authority to consummate the Exchange, in each case, subject only to the regulatory approval set forth herein. Further, no filing, authorization, consent, approval or order, governmental or otherwise, required by Delaware law is necessary or required to be made or obtained by the Buyer to enable the Buyer to lawfully enter into, and to perform the respective obligations under this Agreement. Further, this Agreement, when executed by the Buyer or its authorized representative, will constitute a valid and binding obligation of Buyer and its shareholders, enforceable in accordance with the terms described herein, except as to the effect, if any of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Israel. Buyer has full corporate power and authority to execute and deliver this Agreement and each Closing Document to which it is a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and each Closing Document to which it is a party have been duly and validly authorized by all necessary corporate action on the part of Buyer, and no additional corporate authorization or consent is required in connection therewith.

Power and Authority of Buyer. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Buyer has full power and authority to execute and deliver this Agreement and any other instruments to be executed and delivered by Buyer in connection herewith and therewith and to consummate the transactions contemplated hereby and thereby and all acts required to be taken by or on the part of Buyer to carry out this Agreement, and such other instruments and transactions contemplated hereby and thereby have been duly and properly taken; and this Agreement has been, and such other instruments will be, duly executed and delivered by Buyer. This Agreement and such other instruments will constitute legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms (subject, as to the enforcement or remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally from time to time in effect).

Power and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York. Buyer has full power and authority to execute, deliver and perform this Agreement and each other agreement, certification or instrument required to be executed and delivered by Buyer at Closing (the “Buyer Closing Documents”). The execution, delivery and performance by Buyer of this Agreement and each other Buyer Closing Document have been duly and validly authorized by all necessary action on the part of Buyer.

Power and Authority of Buyer. No Violation of Laws and Regulations

Power and Authority of Buyer. Buyer is a corporation duly organised and validly existing under the laws of Delaware. Buyer has and will have the corporate power and authority to make , execute, deliver and perform this Agreement, and this Agreement has been duly authorized and approved by all required corporate action of Buyer. This Agreement constitutes and will constitute a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

Power and Authority of Buyer. The Buyer has full legal and corporate power to enter into this Agreement and to complete the transactions contemplated hereby. The execution of this Agreement, the completion of the transactions contemplated hereby and the fulfilment of the terms hereof, will not result in a breach of any judgement, decree or order of any national or supranational court, governmental or other body, any applicable law or regulation, or the articles of association of the Buyer.