Authorisation and Enforceability Sample Clauses

Authorisation and Enforceability. 2.1 The entry into and performance of this Agreement and the Ancillary Agreements by Seller and each of its Affiliates that is a Designated Seller or expressed in this Agreement to be or become a party to any of the Ancillary Agreements, and the consummation by the Seller and each of its Affiliates that is a Designated Seller or expressed in this Agreement to be or become a party to any of the Ancillary Agreements of the transactions contemplated by this Agreement and each of the Ancillary Agreements, have been or will be duly authorised and approved by all necessary corporate action on the part of the Seller and each of its Affiliates that is a Designated Seller or expressed in this Agreement to be or become a party to any of the Ancillary Agreements. 2.2 This Agreement has been duly signed on behalf of and duly entered into by the Seller, and each is a valid and binding obligation of Seller and enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganisation, moratorium and similar Law affecting the enforcement of creditors’ rights generally and by general equitable principles. 2.3 Each of the Ancillary Agreements, when duly signed on behalf of and duly entered into by the Seller and each of its Affiliates that is expressed in this Agreement to become a party to any of the Ancillary Agreements, will be duly signed on behalf of and duly entered into by the Seller and each of its applicable Affiliates, and each of the Ancillary Agreements (when so executed) will be a valid and binding obligation of the Seller and each of its applicable Affiliates and enforceable against the Seller and each of its applicable Affiliates in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganisation, moratorium and similar Law affecting the enforcement of creditors’ rights generally and by general equitable principles. 2.4 The entry into and performance of the Ancillary Agreements by each of the EDS Entities that is expressed in this Agreement to be or become a party to any of the Ancillary Agreements will be duly authorised and approved by all necessary corporate action on the part of the relevant EDS Entities that are expressed in this Agreement to be or become a party to any of the Ancillary Agreements. 2.5 Each Ancillary Agreement, when duly signed on behalf of and duly entered into by ...
Sample 1Sample 2
AutoNDA by SimpleDocs
Authorisation and Enforceability. 2.1 The entry into and performance of this Agreement and the Ancillary Agreements by Seller and each of its Affiliates that is a Designated Seller or expressed in this Agreement to be or become a party to any of the Ancillary Agreements, and the consummation by the Seller and each of its Affiliates that is a Designated Seller or expressed in this Agreement to be or become a party to any of the Ancillary Agreements of the transactions contemplated by this Agreement and each of the Ancillary Agreements, have been or will be duly authorised and approved by all necessary corporate action on the part of the Seller and each of its Affiliates that is a Designated Seller or expressed in this Agreement to be or become a party to any of the Ancillary Agreements. 2.2 This Agreement has been duly signed on behalf of and duly entered into by the Seller, and each is a valid and binding obligation of Seller and enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganisation, moratorium and similar Law affecting the enforcement of creditors’ rights generally and by general equitable principles.
Sample 1Sample 2
Authorisation and Enforceability. (a) Each Chargor has the power and authority to execute, perform and deliver the terms and provisions of this Deed and has taken all necessary action to authorise the execution, delivery and performance of this Deed. (b) Subject to the Legal Reservations and, in the case of clause 9.2(b)(ii) the Perfection Requirements: (i) the obligations expressed to be assumed by it in this Deed are legal, valid, binding and enforceable obligations; and (ii) (without limiting the generality of clause (9.2(a)), this Deed creates the security interests which this Deed purports to create and those security interests are valid and effective.
Sample 1
Authorisation and Enforceability the Borrower has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement;
Sample 1
Authorisation and Enforceability. (a) The Company has not given a power of attorney or any other authority (pursuant to a resolution passed by its Board or otherwise) which is still outstanding or effective to any Person to enter into any contract or commitment or to do anything on its behalf, other than to employees, directors, consultants or agents in the normal course of their duties and consistent with past practice. (b) Except as stated in the Restated Long Form SPA, all corporate, creditors’, shareholders’ and other (c) Consent required under Applicable Law or under any contract or otherwise: (i) to render the Restated Long Form SPA legally valid, binding and enforceable in accordance with its terms; and (ii) to enable the Company to perform its obligations under the Restated Long Form SPA; have been granted and continue in force and the Company has complied with all conditions attaching to each such Consent, unless waived.
Sample 1

Related to Authorisation and Enforceability

  • Authorization and Enforceability This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

  • Power, Authorization and Enforceability The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

  • Execution and Enforceability This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

  • Authority and Enforceability Seller has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller, and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, each of the Ancillary Agreements to which Seller is contemplated to be a party will be duly and validly executed and delivered by Seller and will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

  • Power, Authority and Enforceability The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

  • Due Authorization and Enforceability The Company has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Governing Law and Enforceability This Contract will be governed and construed according to the Constitution and laws of the State of Colorado. If any provision of this Contract or any application of this Contract to the School is found contrary to law, such provision or application will have effect only to the extent permitted by law. Either party may revoke this Contract if a material provision is declared unlawful or unenforceable by any court of competent jurisdiction and the parties do not successfully negotiate a replacement provision. The parties agree to meet and discuss in good faith any material changes in law that may significantly impact their relationship as set forth in the Contract.

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Severability and Enforceability If any court of competent jurisdiction declares any provision of this Agreement invalid, void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of the remainder of this Agreement, which shall remain in full force and effect. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!