Authority of Xxxxxx Sample Clauses

Authority of Xxxxxx. Xxxxxx has full power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxx of this Agreement, the performance by Xxxxxx of its obligations hereunder, and the consummation by Xxxxxx of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Board of Managers and members of Xxxxxx. This Agreement has been duly executed and delivered by Xxxxxx, and (assuming due authorization, execution, and delivery by Denim) this Agreement constitutes a legal, valid and binding obligation of Xxxxxx enforceable against Xxxxxx in accordance with its terms, subject to the Enforceability Exceptions.
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Authority of Xxxxxx. Xxxxxx has the full corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder and otherwise to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Xxxxxx and no other proceedings, approvals or consents on the part of Xxxxxx’x Board of Directors or stockholders are necessary to authorize this Agreement or to consummate and perform the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of Xxxxxx, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity.
Authority of Xxxxxx. Xxxxxx is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois. Xxxxxx has the corporate power and authority to execute and deliver this Agreement, and to perform its obligations under this Agreement. All corporate action required to be taken by Xxxxxx to authorize the execution, delivery and performance of this Agreement has been duly taken. (b)
Authority of Xxxxxx. Xxxxxx has the legal power and authority to enter into and perform this Agreement and the transactions contemplated herein. The execution, delivery and performance of this Agreement and the other agreements contemplated herein by Edison have been duly authorized by Edison's partners. Edison has the power and authority to consummate the purchase of The Zycad Shares of QSS pursuant to this Agreement. This Agreement has been duly and validly authorized by all necessary partner action of Edison and constitutes the legal, valid and binding obligation of Edison, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the breach of any term, condition or provision of the Edison Limited Partnership Agreement, or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Edison is a party or by which Edison or any of its assets or properties are or may be bound, or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder, or result in the creation or imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Edison, or give to others any interest or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Edison, except for such violations, conflicts, breaches, defaults, liens, restrictions, interests and rights that are cured, waived or terminated prior to the Closing Date. No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or any other governmental body is required for the consummation by Edison of the transactions contemplated by this Agreement except those contemplated by this Agreement.
Authority of Xxxxxx. Xxxxxx has full limited liability company power and authority (and, on the Effective Date, shall have full corporate power and authority) to execute and deliver each Transaction Document to which it is a party and to consummate the transactions contemplated thereby. The execution, delivery and performance by Xxxxxx of each Transaction Document to which it is a party has been duly authorized by all necessary limited liability company action (and, at or prior to the Effective Date, all necessary corporate action). This Agreement has been, and each of the Transaction Documents will be at or prior to the Effective Date, duly executed and delivered by Xxxxxx and (assuming the due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and each of the other Transaction Documents to which Xxxxxx is a party when so executed and delivered will constitute, legal, valid and binding obligations of Xxxxxx, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority of Xxxxxx. The execution, delivery and consummation of this Agreement by Xxxxxx has been duly authorized and approved by its Board of Directors, and after obtaining the approval of its stockholders as required by law, Xxxxxx will have the full corporate power and authority to carry out the transactions contemplated by this Agreement, and no further corporate action will be necessary on the part of Xxxxxx or its stockholders to make this Agreement valid and legally binding on Xxxxxx. The execution, delivery and consummation of this Agreement by Xxxxxx will not violate any provision of its Certificate of Incorporation or its By-laws or those of its subsidiaries. Except as set forth on SCHEDULE 2.4, neither the execution and delivery, nor the consummation of this Agreement by Xxxxxx will, with the passage of time, the giving of notice, or otherwise, result in a violation or breach of, or constitute a default or forfeiture, or give any right to terminate, modify or accelerate, or to penalize Xxxxxx or any of its subsidiaries, under any material indenture, license, mortgage, deed of trust, lease, obligation, note, guaranty, contract, agreement or other instrument, understanding, rule, regulation, law or other restriction, or any order, judgment, or decree, to which Xxxxxx or any of its subsidiaries is a party or to or by which Xxxxxx or any of its subsidiaries, or any assets of any of them is subject or otherwise bound.
Authority of Xxxxxx. Xxxxxx has all requisite power and authority to execute and deliver this Agreement, to transfer and deliver the Xxxxxx Common Units to the Purchaser, and otherwise to perform all of his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligations of Xxxxxx, enforceable in accordance with its terms, and all instruments of transfer and other documents to be delivered by Xxxxxx in connection herewith, when executed and delivered by Xxxxxx, xxxx constitute legal, valid and binding obligations of Xxxxxx enforceable in accordance with their respective terms.
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Authority of Xxxxxx. Xxxxxx has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which Xxxxxx has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out Xxxxxx’x obligations hereunder and thereunder. The execution, delivery and performance by Xxxxxx of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which Xxxxxx is a party or is bound or to which any of the properties or assets of Xxxxxx are subject, or any Legal Requirement (as defined herein) to which Xxxxxx is subject, or result in the creation of any lien on the Xxxxxx Shares. This Agreement, and the ancillary documents to be executed and delivered by Xxxxxx at the Closing, has been or will be at Closing duly executed and delivered by Xxxxxx (and each ancillary document, to be executed and delivered by Xxxxxx at or after the Closing will be duly executed and delivered by Xxxxxx), and this Agreement constitutes, and each ancillary document when executed and delivered by Xxxxxx will constitute, Xxxxxx’x legal, valid and binding obligation, enforceable against Xxxxxx in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and public policy. For purposes of this Agreement, the termLegal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any governmental entity, and all requirements set forth in applicable contracts.

Related to Authority of Xxxxxx

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

  • 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 Agent Each Grantor acknowledges that the rights and responsibilities of Agent under this Agreement with respect to any action taken by Agent or the exercise or non-exercise by Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Agent and any Grantor, Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

  • 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 Parties Tenant represents and warrants that it is duly formed and in good standing, and is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. At Landlord's request, Tenant shall provide Landlord with corporate resolutions or other proof in a form acceptable to Landlord, authorizing the execution of the Lease.

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to:

  • 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 Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer 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 Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • Authority of Manager (a) The Manager shall have the exclusive authority to manage the operations and affairs of the Company, shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company, and shall have all authority, rights, and powers conferred by law and those required or appropriate for the management of the Company business.

  • Legal Authority Each party represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate, partnership or trust action, as applicable, by such party, and, when so executed and delivered, this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

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