Authority and Enforceability; No Conflicts Sample Clauses

Authority and Enforceability; No Conflicts. (a) Such Member has full power, capacity, and authority to execute this Agreement and the Transaction Documents to which such Member is (or will be) a party and to perform such Member’s obligations hereunder and thereunder. This Agreement has been duly executed and delivered by such Member and, assuming the due authorization, execution and delivery by each of the other parties hereto other than such Member, this Agreement is the valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, and each of the other Transaction Documents to which such Member is (or will be) a party, when executed by such Member, and assuming the due authorization, execution and delivery by each of the other parties thereto other than such Member, will be the valid and binding obligation of such Member, enforceable against such Member in accordance with its terms except to the extent such enforceability is limited by the Enforceability Exceptions. No other proceeding, consent, approval, vote or other action on the part of such Member is necessary to approve the execution and delivery by such Member of this Agreement or the other Transaction Documents to which such Member is (or will be) a party and consummate the transactions contemplated hereby and thereby.
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Authority and Enforceability; No Conflicts. (i)The Note Holder has full power or capacity and authority to execute this Agreement and the other Transaction Documents to which the Note Holder is (or will be) a party and to perform the Note Holder’s obligations hereunder and thereunder. This Agreement has been duly executed and delivered by the Note Holder and, assuming the due authorization, execution and delivery by the Company, this Agreement is the legal, valid and binding obligation of the Note Holder, enforceable against the Note Holder in accordance with its terms, and each of the other Transaction Documents to which the Note Holder is (or will be) a party, when executed by the Note Holder, and assuming the due authorization, execution and delivery by each of the other parties thereto other than the Note Holder, will be the valid and binding obligation of the Note Holder, enforceable against the Note Holder in accordance with its terms, in each case, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, ​ insolvency, reorganization, moratorium or other applicable Law affecting or relating to creditors’ rights generally and general principles of equity.
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Authority and Enforceability; No Conflicts. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
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Authority and Enforceability; No Conflicts. The Company has all requisite power and authority to enter into the Agreement and any Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company has duly authorized the execution of this Agreement by all necessary action. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery by the Company of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the Company or any Seller does not and will not (a) conflict with, or result in any violation or breach of, any provision of the Company Governing Documents or any Subsidiary’s Governing Documents, (b) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty or increased fees under or result in the imposition of Liens on the Company’s or any of its Subsidiaries’ assets under, any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their assets are bound, or (c) conflict with or violate, in any material respect, any permit, concession, franchise, license, judgment, injunction, Order, writ, decree, Law applicable to the Company or any of its Subsidiaries or any of its or their respective properties or assets.
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Related to Authority and Enforceability; No Conflicts

  • Authority and Enforceability The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute valid and binding agreements of Seller enforceable in accordance with their terms.

  • 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.

  • Authorization and Enforceability This Agreement constitutes Buyer’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or at law.

  • Authority; Validity and Enforceability The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rules. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles.

  • 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.

  • 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).

  • 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.

  • Due Authorization and Enforceability This Agreement and each Subscription 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.

  • Due Execution and Enforceability Each of this Agreement and each other Conditional Sale Document to which it is party has been duly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable against Purchaser in accordance with its terms except as such enforceability may be limited by bankruptcy or similar laws applicable to creditors generally or by general principles of equity.

  • 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.

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