AUTHORIZATION; EFFECTIVE AGREEMENT Sample Clauses

AUTHORIZATION; EFFECTIVE AGREEMENT. The Seller has the requisite corporate power, authority and capacity to enter into this Agreement and to perform all of its obligations hereunder. All corporate proceedings required to be taken by the Seller to authorize the execution and delivery of this Agreement and the performance of the Seller's obligations hereunder have been duly taken, and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by the Seller does not and will not conflict with, violate or result in the breach of any of the terms or conditions of, or constitute a default under, the Articles of Incorporation or By-Laws of the Seller or any indenture, mortgage, pledge, note, bond, license, permit or other agreement, commitment or lease to which the Seller is a party or by which the Seller or its assets are bound or affected, or any law, regulation, ordinance or decree to which the Seller or its assets are subject, except for such violations of any law, regulation, ordinance or decree which would not have a material adverse effect on the Purchased Assets.
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AUTHORIZATION; EFFECTIVE AGREEMENT. The Board of Directors of ---------------------------------- the Company and the Shareholders have duly authorized and approved the execution and delivery of this Agreement and the performance of the transactions provided for herein. No other action by the Company or any of its officers, directors or shareholders is required in connection with the foregoing. This Agreement is a legal, valid and binding obligation of the Company and each Shareholder and is enforceable against the Company and each Shareholder in accordance with its terms. The execution, delivery and performance of this Agreement by the Company and each Shareholder and the consummation of the transactions provided for herein do not and will not: (i) conflict with, violate or result in the breach of any of terms or conditions of, or constitute a default under (A) the Articles of Incorporation or Bylaws of the Company, (B) any contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit or other instrument or obligation to which the Company or any Shareholder is a party or by which the Company or any Shareholder or any of their assets or properties are bound or affected, or (C) any law, regulation, ordinance or decree to which the Company or any Shareholder or any of their assets or properties are subject, or (ii) result in the creation or imposition of any lien, security interest, encumbrance, restriction or right, including rights of termination or cancellation, in or with respect to, or otherwise materially adversely effect, the Company or any Shareholder or any of their assets or properties.
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AUTHORIZATION; EFFECTIVE AGREEMENT. THLC has the requisite corporate power, authority and capacity to enter into this Agreement and to perform all of its obligations hereunder. All corporate proceedings required to be taken by THLC to authorize the execution and delivery of this Agreement and the performance of THLC's obligations hereunder have been duly taken, and this
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AUTHORIZATION; EFFECTIVE AGREEMENT. Rentech and each Rentech Affiliate has (or, with respect to Renetch Affiliates not in existence on the Option Exercise Date, on the Option Closing Date will have) the corporate or other entity power, authority and capacity to enter into the Transaction Agreements to which it is party and to perform all of its obligations thereunder. All corporate proceedings required to be taken by Rentech and the Rentech Affiliates to authorize the execution and delivery of the Transaction Agreements to which it is a party, and, subject to the satisfaction of the conditions to the closing of this Agreement and the PSA, the performance of its obligations thereunder will have been duly and validly taken on the Option Closing Date. The Transaction Agreements when and if executed by Rentech or the applicable Rentech Affiliate shall constitute the legal, valid and binding obligation of Rentech or such Rentech Affiliate, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of the Transaction Agreements by Rentech and each applicable Rentech Affiliate and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) except as set forth in Schedule 6.3, conflict with, violate or result in the breach of any of the terms or conditions of, or constitute a default under, the organizational or constituent documents of a Rentech Affiliate or Rentech, or any material contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit or other instrument or obligation to which Rentech or a Rentech Affiliate is a party or by which a Rentech Affiliate’s or Rentech’s assets are bound, or any Applicable Law to which a Rentech Affiliate’s or Rentech’s assets are subject; or (b) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances), including rights of termination or cancellation, in or with respect to, any of the Development Assets, except as does not constitute a Material Adverse Effect.
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AUTHORIZATION; EFFECTIVE AGREEMENT. The Seller has the requisite power, authority and capacity to enter into this Agreement and to perform all of its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.
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Related to AUTHORIZATION; EFFECTIVE AGREEMENT

  • Authorization for Agreement The execution and performance of this ---------------------------- Agreement by Licensee and Manager have been duly authorized by all necessary laws, resolutions or corporate action, and this Agreement constitutes the valid and enforceable obligations of Licensee and Manager in accordance with its terms except as such enforceability may be limited by creditors rights laws and general principles of equity.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Effective Agreement The submission of this Agreement for examination is not intended to nor shall constitute an offer to sell, or a reservation of, or option or proposal of any kind for the purchase of the Property. In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart of this Agreement has been executed and delivered by each party hereto.

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a 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 (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Revocation/Effective Date This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing and received by ______________, the Company’s ______________ Officer, 0000 Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 by 5:00 p.m. Central Time on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven (7) day period, Employee’s acceptance of this Agreement shall become binding and enforceable on the eighth day (“Effective Date”). The Severance Package shall become due and payable in accordance with Section 2 above after the Effective Date.

  • Termination Effectiveness This Agreement and the Proxy shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any breach of this Agreement. The effectiveness of this Agreement is conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.

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

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

  • Effective Agreements The execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party by Purchaser, its compliance with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate of formation or limited liability company agreement, any instrument or agreement to which it is a party or by which it is bound, or any state or federal law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it, in each case which violation, conflict, breach or requirement would reasonably be expected to have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement and any other Transaction Document to which it is a party.

  • Authorization; Binding Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.

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