Authority, Execution and Delivery, Etc Sample Clauses

Authority, Execution and Delivery, Etc. The execution, delivery, and performance of this Agreement has been duly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company or its stockholders are required. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity. The Shares have been duly authorized and are legally and validly issued, fully paid and non-assessable. The Company hereby conveys marketable title to the Shares to the Buyer, free and clear of all liens and encumbrances.
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Authority, Execution and Delivery, Etc. The Company has full corporate power and authority to enter into this Agreement and to purchase the Repurchased Stock and Warrants in accordance with the terms hereof. The execution, delivery and performance of this Agreement have been duly authorized by the Company and no other actions on the part of the Company are required. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity).
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Authority, Execution and Delivery, Etc. Masco has full corporate power and authority to enter into this Agreement and Masco has full corporate power to sell the Repurchased Stock and Warrants in accordance with the terms hereof. The execution, delivery and performance of this Agreement have been duly authorized by Masco and no other actions on the part of Masco are required. This Agreement has been duly executed and delivered by Masco and constitutes the valid and binding obligation of Masco, enforceable against Masco in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity).
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Authority, Execution and Delivery, Etc. The execution, delivery, and performance of this Agreement has been duly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company or its stockholders are required. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general or general principles of equity.
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Authority, Execution and Delivery, Etc. Each Seller has full power and authority to enter into this Agreement and to sell the Purchased Units being sold by such Seller in accordance with the terms hereof. The execution, delivery and performance of this Agreement has been duly authorized by each Seller and no other actions on the part of any of the Sellers is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller, enforceable against it in accordance with its terms.
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Authority, Execution and Delivery, Etc. The execution delivery and performance of this Agreement has been duly and effectively authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company or its shareholders are required. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general, moratorium laws or general principles of equity. Neither the execution or delivery of this Agreement, nor the fulfillment of or compliance with the terms and provisions of this Agreement will violate the terms of the Certificate of Incorporation or By-laws of the Company or any agreement, instrument, judgment, decree, statute or regulation to which the Company is subject. Except for the applicable reporting requirements under federal or state securities laws, no consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with any Federal or state court, administrative agency, other governmental authority or any other third party, is required by the Company in connection with the execution, delivery or performance of this Agreement by the Company.
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Authority, Execution and Delivery, Etc. The execution delivery and performance of this Agreement has been duly and effectively authorized by Xxxxx Xxxxxxxxxx and no further action on the part of Xxxxx Xxxxxxxxxx or its Partners is required. This Agreement has been duly executed and delivered by Xxxxx Xxxxxxxxxx and constitutes the legal, valid and binding obligation of Xxxxx Xxxxxxxxxx enforceable against Xxxxx Xxxxxxxxxx in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights in general, moratorium laws or general principles of equity. Neither the execution or delivery of this Agreement, nor the fulfillment of or compliance with the terms and provisions of this Agreement will violate the terms of the Partnership Agreement of Xxxxx Xxxxxxxxxx or any agreement, instrument, judgment, decree, statute or regulation to which Xxxxx Xxxxxxxxxx is subject. No consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with any Federal or state court, administrative agency, other governmental authority or any other third party, is required by Xxxxx Xxxxxxxxxx in connection with the execution, delivery or performance of this Agreement by Xxxxx Xxxxxxxxxx.
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Authority, Execution and Delivery, Etc. IBM has full power and authority to enter into this Agreement and to sell the IBM Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement have been duly authorized by IBM and no other actions on the part of IBM are required. This Agreement has been duly executed and delivered by IBM and constitutes the legal, valid and binding obligation of IBM, enforceable against IBM in accordance with its terms.
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Authority, Execution and Delivery, Etc. Xxxxx & Xxxxx has full power and authority to enter into this Agreement and to purchase and accept the transfer of the IBM Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement have been duly authorized by Xxxxx & Xxxxx and no other actions on the part of Xxxxx & Xxxxx are required. This Agreement has been duly executed and delivered by Xxxxx & Xxxxx and constitutes the legal, valid and binding obligation of Xxxxx & Xxxxx, enforceable against Xxxxx & Xxxxx in accordance with its terms.
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Related to Authority, Execution and Delivery, Etc

  • Authority; Execution and Delivery The Company hereby represents and warrants that the Company has full corporate power and authority to enter into this Warrant and to issue Shares in accordance with the terms hereof. The execution, delivery and performance of this Warrant by the Company have been duly and effectively authorized by the Company. This Warrant has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

  • Authorization, Execution and Delivery The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.

  • Authority; Execution and Delivery; Enforceability The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants, obligations and agreements under this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the Merger. The Company Board has adopted each of the Board Actions, including the Company Board Recommendation, at a meeting duly called at which all of the members of the Company Board were present; provided that any Company Adverse Recommendation Change made in accordance with this Agreement shall not be a breach of the representation in this Section 3.04. Such resolutions have not been amended or withdrawn as of the date of this Agreement. Except for the receipt of the Company Stockholder Approval, the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act, the Certificate of Merger and any other documents as required by the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes the Company’s legal, valid and binding obligation, enforceable against the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and applicable Law governing specific performance, injunctive relief and other equitable remedies (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

  • Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

  • Telecopy Execution and Delivery A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • Execution and Delivery The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

  • Transportation and Delivery Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension.

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

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