Authorization; Execution and Delivery, Etc Clause Samples
The "Authorization; Execution and Delivery" clause confirms that each party entering into the agreement has the legal authority and capacity to do so, and that all necessary corporate or organizational actions have been taken to approve the contract. In practice, this means that the individuals signing the agreement are properly empowered, and that the agreement is validly executed and delivered on behalf of each party. This clause ensures that the contract is legally binding and enforceable, reducing the risk of future disputes over the validity of the parties' commitments.
Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under, this Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, are within its corporate powers, and have been duly authorized by all requisite corporate action by the Borrower. This Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Authorization; Execution and Delivery, Etc. The execution and delivery by Client of, and the performance by Client of its obligations under this Agreement and the Special Custody and Pledge Agreement are within its corporate powers, and have been duly authorized by all requisite corporate action by Client. This Agreement and the Special Custody and Pledge Agreement have been duly executed and delivered by Client, and constitute the legal, valid and binding obligations of Client enforceable against Client in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.
Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under this Agreement and each of the other Loan Documents are within its corporate powers, and have been duly authorized by all requisite corporate action by the Borrower. This Agreement and each of the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.
Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under, this Agreement, each of the other Loan Documents to which it is a party, and the other instruments, certificates and agreements contemplated hereby and thereby, are within its statutory trust powers, and have been duly authorized by all requisite action by the Borrower. This Agreement and each of the other Loan Documents to which the Borrower is a party, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Authorization; Execution and Delivery, Etc. The execution, delivery and performance by Purchaser of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
Authorization; Execution and Delivery, Etc. The execution, delivery and performance by Seller of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller: (i) has good and valid title to the Acquired Shares, free and clear of all Liens; and (ii) upon delivery of and payment for the Acquired Shares in accordance with Section 1.1 hereof, good and valid title to the Acquired Shares will pass to the Purchaser free and clear of all Liens.
Authorization; Execution and Delivery, Etc. The execution and delivery by each Fund of, and the performance by such Fund of its obligations under, this Agreement, each of the other Funding Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, are within its statutory trust or corporate powers, as the case may be, and have been duly authorized by all requisite action by such Fund. This Agreement and each of the other Funding Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by each Fund, and constitute the legal, valid and binding obligations of such Fund enforceable against such Fund and its assets in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Each Fund's policies and objectives permit it to engage in Repo-Style Transactions and re-invest cash collateral generated from such Repo-Style Transactions or repay Funding Loan obligations of such Fund as contemplated herein. The use of the cash collateral generated from Repo-Style Transactions to satisfy Funding Loans has been approved by the board of directors or trustees of each Fund, including a majority of the directors or trustees who are not "interested persons" within the meaning of section 2(a)(19) of the Investment Company Act and such directors or trustees will evaluate the securities lending program no less frequently than annually and make appropriate determinations in connection with such review. Each Fund's prospectus and Statement of Additional Information provide appropriate disclosure concerning its securities lending activity, repurchase transaction activity, Funding Loans and the relationship between the Repo-Style Transactions and Funding Loans.
Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under this Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, (a) are within the Borrower’s statutory trust powers, (b) have been duly authorized by all requisite trust action by the Borrower, (c) do not require any authorization or action by or in respect of, or filing with, any governmental body, agency or official and (d) do not require any authorization or action in respect of any shareholder or creditor of the Borrower. This Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Authorization; Execution and Delivery, Etc. The execution and delivery by the Fund on behalf of the Borrower of, and the performance by the Borrower of the Borrower’s obligations under this Agreement and each of the other Loan Documents are within the Fund’s and the Borrower’s corporate powers, and have been duly authorized by all requisite corporate action by the Fund. This Agreement and each of the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.
Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under, this Agreement, each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, are within its corporate powers, and have been duly authorized by all requisite action by the Borrower. On the date, if any, upon which (i) each SEC Notice was given, the Borrower had full legal power and authority to give such SEC Notice, (ii) each AMPS Redemption Notice was given, the Borrower had full legal power and authority to give such AMPS Redemption Notice, (iii) each AMPS Defeasance occurred, the Borrower had full legal power and authority to cause such AMPS Defeasance, and (iv) each AMPS Redemption occurred, the Borrower had full legal power and authority to cause such AMPS Redemption, in each case under clauses (i), (ii), (iii) and (iv), all of which had been duly authorized by all proper and necessary corporate action. This Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).