Authority; Enforceability; Title Sample Clauses
The "Authority; Enforceability; Title" clause confirms that each party entering into the agreement has the legal power and proper authorization to do so, and that the agreement is valid and binding upon them. In practice, this clause typically requires each party to affirm that they are not violating any other agreements or laws by signing, and that they possess clear ownership or rights to any assets or interests being transferred or referenced. Its core function is to ensure that all parties have the legitimate capacity to enter into the contract and that the agreement will be legally effective, thereby reducing the risk of future disputes over authority or ownership.
Authority; Enforceability; Title. (a) Such Seller has all requisite power and authority or capacity, as the case may be, to enter into and perform its obligations under this Agreement and the other agreements contemplated hereby to which such Seller is or will be a party (collectively, the “Seller Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and its respective Seller Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such Seller. This Agreement and the Seller Documents have been (or, as applicable, will be as of the Closing) duly and validly executed and delivered by such Seller and constitute the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by the General Enforceability Exceptions.
(b) Each Seller that is a corporation, limited liability company, limited partnership, trust or other form of legal entity has the requisite corporate, trust or other power and authority to execute and deliver this Agreement and its respective Seller Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All actions or proceedings to be taken by or on the part of such Seller and/or its Governing Body to authorize and permit the execution and delivery by such Seller of this Agreement and of its respective Seller Documents and the performance by it of its obligations hereunder and thereunder have been duly and properly taken.
(c) Such Seller is the record and beneficial owner of the Company Shares set forth opposite its name on Schedule 5.1(c) of the Seller Disclosure Schedules, and such Seller has good and valid title to such Company Shares, free and clear of all Liens, other than Liens created pursuant to applicable Laws. There is no Lien, option, right of pre-emption, right of first or last refusal or other third party right over any of the Company Shares owned by such Seller. Other than the Proxies, such Seller is not a party to (i) any option, warrant, purchase right or other Contract (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any Equity Interests of the Company, or (ii) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Equity Interests of the Co...
Authority; Enforceability; Title. (a) TAT and each Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein, and this Agreement has been duly executed and delivered by TAT and each Seller and is the legal, valid and binding obligation of TAT and each Seller, enforceable against TAT and each Seller in accordance with its terms, except as limited by the General Enforceability Exceptions.
(b) Each Seller is the record and beneficial owner of the Shares set forth on Schedule 1, and has good and valid title to such Shares free and clear of all Liens. Upon the consummation of the transactions contemplated by this Agreement and in accordance with the terms hereof, at the Closing, Buyer will acquire good and valid title to the Shares, free and clear of all Liens, other than Liens created by Buyer.
Authority; Enforceability; Title. (a) Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein, and, assuming the conditions of Section 271 of the DGCL have been satisfied with respect to the Equity Transaction and the other transactions contemplated hereby, this Agreement and the other agreements contemplated hereby to which Seller is a party have been, or will be, duly executed and delivered by Seller pursuant to all necessary authorizations and no other corporate action or proceedings on the part of Seller are necessary to authorize the execution and delivery by Seller of this Agreement or the consummation of the transactions contemplated hereby. This Agreement and the other agreements contemplated hereby to which Seller is a party are the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as limited by the General Enforceability Exceptions.
(b) Seller is the sole record and beneficial owner of the Interests and has good, valid and transferable title to the Interests free and clear of all Liens. Seller has all requisite power and authority to sell, transfer, assign and deliver the Interests as provided in this Agreement. Upon the consummation of the transactions contemplated by this Agreement and in accordance with the terms hereof, at the Closing, Buyer will acquire good and valid title to the Interests, free and clear of all Liens, other than Liens created by Buyer.
Authority; Enforceability; Title. Section 5.2 (Legal Proceedings), Section 5.3 (Consents) and Section 5.5 (No Conflicts) (collectively, the “Fundamental Representations”), shall be true, correct and accurate in all respects (without giving effect to any “Material Adverse Effect”, “material”, “materiality” or other qualifications of similar import or effect set forth therein) except for inaccuracies that are de minimis as of date of this Agreement, except to the extent that any such representation or warranty by its terms relates to a particular date or period of time (in which case, such representation and warranty shall be true, correct and accurate in all respects except for inaccuracies that are de minimis as of such particular date or period of time);
Authority; Enforceability; Title. (a) Seller has all the requisite power and authority to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Seller is a party have been, or will be, duly and validly executed and delivered by Seller and constitute, assuming the due authorization, execution and delivery by ▇▇▇▇▇ and the other parties thereto, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as limited by the General Enforceability Exceptions.
(b) Seller (i) is the record and beneficial owner of 100% of the Pre-Conversion Company Stock as of the Signing Date, and as of the Closing Date, will be the record and beneficial owner of 100% of the Purchased Equity, and has no other equity interest in the Company, (ii) has good and valid title to the Pre-Conversion Company Stock as of the Signing Date, and as of the Closing Date, will have good and valid title to the Purchased Equity, in each case, free and clear of all Liens (other than Liens arising from Securities Laws), (iii) has full power, right and authority, and any approval required by Law, to make and enter into this Agreement, and (iv) as of the Closing, will have full power, right and authority, and any approval required by Law to sell, assign, transfer and deliver the Purchased Equity to Buyer free and clear of all Liens (other than Liens arising from Securities Laws).