Authority of the Parents Sample Clauses

Authority of the Parents. Issuance; US Seller's Title to the Interests. The US Seller and each of the Parents (other than Sunsource Canada Investment Company) are duly organized and validly existing corporations, limited partnerships, or limited liability companies, as the case may be, in good standing under the laws of the state of their organization. The US Seller and each Parent has all requisite legal capacity, power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the US Seller or such Parent is a party, to perform its obligations hereunder and thereunder and consummate the transactions contemplated herein and therein. This Agreement and the Ancillary Agreements to which the US Seller and/or any Parent is a party have been duly and validly executed and delivered by the US Seller and/or such Parent, as the case may be, and constitute the valid and binding agreements thereof, enforceable against the US Seller and/or such Parent, as the case may be, in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar Laws relating to or affecting creditors' rights generally and general equitable principles. The Interests are duly authorized and validly issued. The US Seller has good and valid title to and is the lawful, legal, record and beneficial owner of the Interests. At the Closing and upon payment of the Closing Payment and delivery of the US Stock Consideration, (i) the US Buyer will receive good and valid title to the Interests free and clear of all Liens other than restrictions on the transfer of securities existing under securities Laws, and (ii) the Canadian Buyer will receive good and valid title to the Canadian Assets free and clear of all Liens other than Permitted Liens.
Sample 1
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Authority of the Parents. (a) The Parents have, and will have at the Closing Date, full power and authority to enter into this Master Alliance Agreement and the other agreements contained in the Appendices hereto to which any of them is a party; to cause Communication to issue, sell, assign, transfer and deliver to FCB its common shares and to PBV the Conseil Shares as contemplated pursuant to this Master Alliance Agreement and to do and perform all acts and things required to be done by them under this Master Alliance Agreement and the other agreements contained in the Appendices hereto to which one or more of them are a party and by the transactions contemplated hereby or thereby and Publicis will (b) The execution, delivery and performance of the Publicis Undertaking by Publicis and of this Master Alliance Agreement and the other agreements contained in the Appendices hereto to which one or more of the Parents is a party (the "Related Agreements") by any of them have been duly authorized by any of them who are parties thereto and the Publicis Undertaking and this Master Alliance Agreement are, and each of the Related Agreements, when executed and delivered by parties thereto as contemplated hereby, will be, the respective legal, valid and binding agreements of Publicis or the Parents which executed such agreements as the case may be enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors' rights. (c) Neither the execution and delivery of the Publicis Undertaking by Publicis or of this Master Agreement by Communication or of any of the Related Agreements by such of them who are parties thereto, nor the consummation of the transactions contemplated herein or therein, nor compliance with or fulfillment of the terms, conditions and provisions herein or therein, will (i) result in the breach of any of the terms and provisions of, constitute a default under, or result in the creation or imposition of any encumbrance or adverse interest upon, any of the Communication Subsidiary Shares, the
Sample 1

Related to Authority of the Parents

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

  • Authority of Company The Company has all requisite authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.

  • Authority of Seller Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Authority of the Representatives Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

  • Authority of Tenant If Tenant is a corporation or partnership, each individual executing this Lease on behalf of said corporation or partnership represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, and that this Lease is binding upon said corporation or partnership.

  • Authority, Etc The execution and delivery by Borrower of this Amendment and the performance by Borrower of all of its agreements and obligations under the Loan Agreement and the other Loan Documents, as amended hereby, are within the corporate authority of Borrower and have been duly authorized by all necessary corporate action on the part of Borrower. With respect to Borrower, the execution and delivery by Borrower of this Amendment does not and will not require any registration with, consent or approval of, or notice to any Person (including any governmental authority).

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