Common use of Authority; Authorization; Execution and Delivery Clause in Contracts

Authority; Authorization; Execution and Delivery. (a) Contributing Member has full power and authority to enter into the Subscription Documents and to consummate the transactions contemplated by this Agreement. (b) The execution and delivery of the Subscription Documents by Contributing Member and the consummation by Contributing Member of the transactions contemplated by the Subscription Documents have been duly authorized by all necessary action on the part of Contributing Member and will not constitute or result in a breach or default under, or conflict with or violate, any agreement or other undertaking, to which Contributing Member is a party or by which Contributing Member is bound or with any judgment, decree, statute, order, rule or regulation applicable to Contributing Member or Contributing Member's assets, and, if Contributing Member is not an individual, will not violate any provisions of the organizational or other formation or governing documents of Contributing Member. (c) The Subscription Documents have been duly executed and delivered by Contributing Member and constitute valid and legally binding obligations of Contributing Member, enforceable against Contributing Member in accordance with and subject to their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The signatures on the Subscription Documents are genuine, and the signatory, if Contributing Member is an individual, has legal competence and capacity to execute the same, or, if Contributing Member is not an individual, the signatory has been duly authorized to execute the same on behalf of Contributing Member.

Appears in 6 contracts

Samples: Irrevocable Contribution Agreement (Vintage Wine Trust Inc), Irrevocable Contribution Agreement (Vintage Wine Trust Inc), Irrevocable Contribution Agreement (Vintage Wine Trust Inc)

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Authority; Authorization; Execution and Delivery. (a) Contributing Member has full power and authority to enter into the Subscription Documents and to consummate the transactions contemplated by this Agreementthe Subscription Documents. (b) The execution and delivery of the Subscription Documents by Contributing Member and the consummation by Contributing Member of the transactions contemplated by the Subscription Documents have been duly authorized by all necessary action on the part of Contributing Member and will not constitute or result in a breach or default under, or conflict with or violate, any agreement or other undertaking, to which Contributing Member is a party or by which Contributing Member is bound or with any judgment, decree, statute, order, rule or regulation applicable to Contributing Member or Contributing Member's assets, and, if Contributing Member is not an individual, will not violate any provisions of the organizational or other formation or governing documents of Contributing Member. (c) The Subscription Documents have been duly executed and delivered by Contributing Member and constitute valid and legally binding obligations of Contributing Member, enforceable against Contributing Member in accordance with and subject to their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The signatures on the Subscription Documents are genuine, and the signatory, if Contributing Member is an individual, has legal competence and capacity to execute the same, or, if Contributing Member is not an individual, the signatory has been duly authorized to execute the same on behalf of Contributing Member.

Appears in 2 contracts

Samples: Contribution Agreement (Feldman Mall Properties, Inc.), Contribution Agreement (Feldman Mall Properties, Inc.)

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Authority; Authorization; Execution and Delivery. (a) Contributing Redeeming Member has full power and authority to enter into the Subscription Documents and to consummate the transactions contemplated by this Agreement. (b) The execution and delivery of the Subscription Documents by Contributing Redeeming Member and the consummation by Contributing Redeeming Member of the transactions contemplated by the Subscription Documents have been duly authorized by all necessary action on the part of Contributing Redeeming Member and will not constitute or result in a breach or default under, or conflict with or violate, any agreement or other undertaking, to which Contributing Redeeming Member is a party or by which Contributing Redeeming Member is bound or with any judgment, decree, statute, order, rule or regulation applicable to Contributing Redeeming Member or Contributing Redeeming Member's assets, and, if Contributing Redeeming Member is not an individual, will not violate any provisions of the organizational or other formation or governing documents of Contributing Redeeming Member. (c) The Subscription Documents have been duly executed and delivered by Contributing Redeeming Member and constitute valid and legally binding obligations of Contributing Redeeming Member, enforceable against Contributing Redeeming Member in accordance with and subject to their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. The signatures on the Subscription Documents are genuine, and the signatory, if Contributing Redeeming Member is an individual, has legal competence and capacity to execute the same, or, if Contributing Redeeming Member is not an individual, the signatory has been duly authorized to execute the same on behalf of Contributing Redeeming Member.

Appears in 2 contracts

Samples: Redemption Agreement (Feldman Mall Properties, Inc.), Redemption Agreement (Feldman Mall Properties, Inc.)

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