TITLE; AUTHORITY TO ASSIGN Sample Clauses

TITLE; AUTHORITY TO ASSIGN. Contributor (i) owns good and marketable, legal and beneficial title in and to his, her or its Contributed Interests which are held or by the Closing Date shall be held free of liens, encumbrances, judgments, adverse interests, pledges and security interests, other than any such interests in the Contributed Interests granted pursuant to the Operating Agreement of the Partnership, (ii) holds the entire right, title and interest in and to his, her or its Contributed Interests, and (iii) has the full right, power, capacity and authority to validly contribute and convey his, her or its Contributed Interests pursuant to this Agreement.
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TITLE; AUTHORITY TO ASSIGN. Contributor (i) owns good and marketable, legal and beneficial (except for holders of beneficial interests in the amounts payable with respect to such Contributed Interests who have no other rights with respect to those interests) title in and to his, her or its Contributed Interests which as of the Closing Date will be held free of liens, encumbrances, judgments, adverse interests, pledges or security interests, other than pledges of
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TITLE; AUTHORITY TO ASSIGN. Contributor (i) owns good and marketable, legal and beneficial (except for holders of beneficial interests in the amounts payable with respect to such Contributed Interests who have no other rights with respect to those interests) title in and to its Contributed Interests which as of the Closing Date will be held free of liens, encumbrances, judgments, adverse interests, pledges or security interests, other than pledges of partnership interests to the Partnership or the other partners to secure a partner's obligations to meet capital calls or other obligations as set forth in the partnership agreement of the Partnership (or, in the case of Mendik 1740, Associates) (as to which no amounts are outstanding and no amounts will be outstanding as of the Closing Date), (ii) holds the entire right, title and interest in and to its Contributed Interests, and (iii) has the full right, power, capacity and authority to validly contribute and convey its Contributed Interests pursuant to this Agreement.
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TITLE; AUTHORITY TO ASSIGN. Contributor (i) owns good and marketable, legal and beneficial (except for holders of beneficial interests in the amounts payable with respect to such Contributed Interests who have no other rights with respect to those interests) title in and to his, her or its Contributed Interests which as of the Closing Date will be held free of any liens, encumbrances, judgments, adverse interests, pledges or security interests, other than pledges of partnership interests to the Partnership or the other partners to secure a partner's obligations to meet capital calls or other obligations as set forth in the partnership agreement of the Partnership (or, in the case of TMP and Mendik 570, Associates) (as to which no amounts are outstanding and no amounts will be outstanding as of the Closing Date) or pursuant to any agreement relating to financing provided to Associates, (ii) holds the entire right, title and interest in and to his, her or its Contributed Interests, and (iii) has the full right, power, capacity and authority to validly contribute and convey his, her or its Contributed Interests pursuant to this Agreement.
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Related to TITLE; AUTHORITY TO ASSIGN

  • Corporate Authority; No Conflicts The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.

  • Authority to Execute Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such party’s obligations hereunder have been duly authorized. [Signatures on Following Page]

  • Authority to Execute Agreement Each of the Parties represents and warrants that its undersigned representative has been expressly authorized to execute this Agreement for and on behalf of such Party.

  • Corporate Authority; Noncontravention Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

  • Authority to Sell The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors;