Authorization and Validity of the Agreement Sample Clauses

Authorization and Validity of the Agreement. The execution, delivery and performance by the Licensor of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by its Board of Directors and, if necessary, its shareholders, and no other corporate action on the part of the Licensor is necessary for the execution, delivery and performance by the Licensor of this Agreement and the consummation by the Licensor of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Licensor, and this License Agreement is the legal, valid and binding obligation of the Licensor, enforceable against the Licensor in accordance with and subject to its terms except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws and equitable principles relating to or limiting creditor's rights generally.
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Authorization and Validity of the Agreement. The execution, delivery and performance by the Licensee of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by its Board of Directors, and no other corporate action on the part of the Licensee is necessary for the execution, delivery and performance by the Licensee of this Agreement and the consummation by the Licensee of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Licensee, and this Agreement is the legal, valid and binding obligation of the Licensee, enforceable against the Licensee in accordance with and subject to its terms except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws and equitable principles relating to or limiting creditors' rights generally.
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Authorization and Validity of the Agreement. This Agreement has been duly authorized and when validly executed and delivered on behalf of Issuer, will be a valid and binding agreement of the Issuer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and to the extent such document contains indemnification or contribution provisions for violations of federal securities laws, as enforceability of such provisions may be limited under federal securities laws.
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Authorization and Validity of the Agreement. Subject to obtaining the ------------------------------------------- approvals identified in Section 2.2 of the Disclosure Schedule, each of BLI, the ----------- Key Employees and Triumph has full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each agreement, document and instrument contemplated by this Agreement, to consummate the transactions contemplated hereby and thereby and to perform fully its respective obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each other agreement, document and instrument and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of BLI, the Key Employees and Triumph. This Agreement and each agreement, document and instrument executed and delivered pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of BLI, the Key Employees and Triumph, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (the "General ------- Limitations"). -----------
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Authorization and Validity of the Agreement. Beneficiaries have full power and authority to execute and deliver this Agreement, to perform their obligations hereunder, and to consummate the transactions contemplated hereby, and (ii) the Agreement has been duly executed and delivered by them and is a valid and binding obligation of theirs in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditor’s rights generally, and general equitable principles.
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Authorization and Validity of the Agreement. Xxxxxxx fleet has full ------------------------------------------- power and authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by the Agreement and the other documents required to be executed and delivered by Xxxxxxx Fleet under this Agreement (the " Xxxxxxx Fleet Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Xxxxxxx Fleet Ancillary Agreements by Xxxxxxx Fleet, and the consummation by it of the transactions contemplated, have been duly and validly authorized and approved by all necessary corporate action of Xxxxxxx Fleet. Each of this Agreement and the Xxxxxxx Fleet Ancillary Agreements has been duly and validly executed and delivered by Xxxxxxx Fleet and is a valid and binding obligation of Xxxxxxx Fleet enforceable against Xxxxxxx Fleet in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.
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Related to Authorization and Validity of the Agreement

  • Authorization and Validity of Agreement Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the agreements and instruments to which it is to be a party required to effect the Restructuring (the “Restructuring Agreements”) and the agreements to be delivered by it at the Closing pursuant to Section 5.3 (the “Other Agreements”). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors, managing members or analogous governing body of such party and, to the extent required by law, its stockholders or members, and no other corporate or other action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

  • Authorization and Validity of Agreements The execution, delivery and performance by it of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other laws relating to or affecting creditors’ rights generally and by general equity principles.

  • Authorization and Validity of this Agreement This Agreement and each of the Transactional Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than SKYC), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each of the Shareholders and FDH has all requisite legal capacity to execute and deliver this Agreement and the Transactional Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by FDH and each Shareholder of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of FDH and each of the Shareholders. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than SKYC).

  • Authorization and Validity This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

  • Authorization; Validity of Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and no other action (except the approval of the requisite Stockholders solely with respect to consummation of the Merger) on the part of the Company or any of its Stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Acquisition Corp.) is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Validity of the Agreement This Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms.

  • Authorization of the Agreement This Agreement has been duly authorized, executed and delivered by the Partnership.

  • Authorization; Validity and Effect of Agreement The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Authorization, Validity and Effect of Agreements The Company has the ------------------------------------------------ requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby or executed in connection herewith to which it is a party (the "Ancillary Documents") and subject, if ------------------- required with respect to the consummation of the Merger, to the approval of holders of the Common Stock, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby (other than the adoption of this Agreement by the holders of the Common Stock if required by applicable law). This Agreement has been, and any Ancillary Document at the time of execution will have been, duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents each constitute a valid and binding obligation of Purchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms. The Company has taken all actions necessary to render the restrictions of Section 203 of the DGCL to be inapplicable to the transactions contemplated by this Agreement and the Tender Agreement, including without limitation the Offer and the Merger.

  • Validity of Agreement The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

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