Authorization; Enforceability; Conflicts; Approvals Sample Clauses
The 'Authorization; Enforceability; Conflicts; Approvals' clause confirms that each party entering into the agreement has the legal authority and necessary approvals to do so, and that the agreement does not conflict with any other obligations or laws. Typically, this clause requires parties to affirm that their execution of the contract has been properly authorized by their governing bodies or management, that the contract is legally binding upon them, and that it does not violate any other agreements or legal requirements. Its core function is to ensure that the contract is valid, enforceable, and free from legal conflicts, thereby reducing the risk of future disputes over a party’s ability to perform its obligations.
Authorization; Enforceability; Conflicts; Approvals. (a) Each Selling Party has (or, with respect to Acquired Companies and the Asset Transferors, will have as of immediately prior to the Closing) all requisite corporate or equivalent power and authority to enter into the Transaction Agreements to which it is or will be party thereto and, subject to obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by Parent) and assuming the accuracy of the representations and warranties in Section 7.9, to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Agreements by each Selling Party that is or will be party thereto and the consummation by such Selling Party of the transactions contemplated thereby have been (or, with respect to Acquired Companies and the Asset Transferors, will be as of immediately prior to the Closing) duly authorized by all necessary corporate or equivalent action on the part of such Selling Party that is or will be party thereto, and except for obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by ▇▇▇▇▇▇) and assuming the accuracy of the representations and warranties in Section 7.9, no other corporate proceedings on the part of any Selling Party is necessary to authorize the execution and delivery of each Transaction Agreement by any Selling Party that is or will be party thereto and the consummation by such Selling Party of the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and the Company and (assuming the valid authorization, execution and delivery of this Agreement by ▇▇▇▇▇ and Parent) is the legal, valid and binding obligation of Seller and Company enforceable against Seller and the Company in accordance with its terms, and each of the Ancillary Agreements to which a Selling Party is or will be party thereto, upon execution and delivery by such Selling Party, will be (assuming the valid authorization, execution and delivery by Buyer, where ▇▇▇▇▇ is a party, and any other party or parties thereto) a legal, valid and binding obligation of such Selling Party party thereto, enforceable in accordance with its terms, subject, in the case of each such Transaction Agreement, to bankruptcy, insolvency, reorganization, moratorium and similar Law of general application relating to or affecting creditors’ rights...