Authorization of Agreement and Transaction Documents Sample Clauses

Authorization of Agreement and Transaction Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Transaction Documents to which the Xxxxxxxx Parties are a party have been, or at the Closing Time will be, duly authorized by the Xxxxxxxx Parties and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and legally binding agreement of each of the Xxxxxxxx Parties enforceable against the Xxxxxxxx Parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
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Authorization of Agreement and Transaction Documents. The Authority has the power and has taken all necessary action to authorize the execution, delivery and performance of the Authority’s obligations under this Agreement and each of the other Transaction Documents to which it is a party in accordance with their respective terms. This Agreement has been duly executed and delivered by the Authority and is, and each of the other Transaction Documents to which it is a party when executed and delivered will be, legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or moratorium applicable to the Authority and general equitable principles regarding the availability of specific performance.
Sample 1
Authorization of Agreement and Transaction Documents. Each of this Agreement and the contribution and loan agreement to be entered into by and between the Delphi Parties as of [___], 2003 (the "Contribution and Loan Agreement") has been duly authorized, and when executed and delivered by each of the Delphi Parties, as applicable and, in the case of the Contribution and Loan Agreement, will constitute a valid and binding obligation of the Delphi Parties enforceable in accordance with its terms; the Mortgage Notes, the Holdings operating agreement between the Company and Delphi, the Series A preferred stock exchange agreement between the Company and Delphi, the management and servicing agreement between the Company and Delphi, and the deeds of trust, security agreements, assignments of rents and leases and fixture filings relating to each of the Properties (together with the Contribution and Loan Agreement, the "Transaction Documents") have each been duly authorized and, upon execution and delivery by the Delphi Parties and the subsidiaries of Delphi who are parties thereto as contemplated by the Prospectus, will be valid and binding obligations of the Delphi Parties and the Delphi subsidiaries that are parties thereto, including Holdings, enforceable in accordance with their terms.
Sample 1
Authorization of Agreement and Transaction Documents. This Agreement has been duly authorized, executed and delivered by the Company and Xxxxxxx Oil and Gas. Each of the documents relating to the transfer of all the outstanding stock of Xxxxxxx Oil and Gas by the Selling Stockholder to the Company in exchange for all the outstanding shares of Common Stock (the "Share Exchange"), the sale by the Selling Stockholder of the Securities hereunder, and the resulting divestiture by the Selling Stockholder of a portion of its interest in the Company (the "Separation"), including the Master Separation Agreement, the Tax Separation and Indemnification Agreement, and the Registration Rights Agreement described in the Prospectus (collectively, the "Transaction Documents") is or when executed and delivered by the Company and Xxxxxxx Oil and Gas will be, duly and validly authorized, executed and delivered by each of the Company and Xxxxxxx Oil and Gas and is or will be, when executed and delivered by the Company and Xxxxxxx Oil and Gas, a legally valid and binding obligation of each of the Company and Xxxxxxx Oil and Gas enforceable against each of the Company and Xxxxxxx Oil and Gas in accordance with its terms, except as such enforcement may be subject to or limited by bankruptcy, insolvency and general principles of equity.
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Authorization of Agreement and Transaction Documents. This Agreement has been duly authorized, executed and delivered by the Parent and the Selling Stockholder. Each of the Transaction Documents is or when executed and delivered by the Parent and the Selling Stockholder will be, duly and validly authorized, executed and delivered by the Parent and the Selling Stockholder and is or will be, when executed and delivered by the Parent and the Selling Stockholder, a legally valid and binding obligation of the Parent and the Selling Stockholder enforceable against the Parent and the Selling Stockholder in accordance with its terms, except as such enforcement may be subject to or limited by bankruptcy, insolvency and general principles of equity.
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Authorization of Agreement and Transaction Documents. The Purchaser has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each other Transaction Document to which it is a party has been duly and validly authorized by all necessary corporate action. This Agreement has been, and each other Transaction Document to which the Purchaser is a party will be prior to or at the closing, executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each other Transaction Document to which the Purchaser is a party when so executed and delivered will constitute, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser 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).
Sample 1
Authorization of Agreement and Transaction Documents. The execution and delivery of this Agreement and all other agreements, certificates, instruments and documents to be executed or delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, shareholder action (if any) and member action on the part of SELLERS, and this Agreement is, and each of the Transaction Documents will upon such delivery be, a valid and binding obligation of SELLERS, subject to the application of applicable bankruptcy, insolvency or other laws affecting creditors' rights generally.
Sample 1
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Authorization of Agreement and Transaction Documents. The execution and delivery of this Agreement and all of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of BUYER, and this Agreement is, and each of the Transaction Documents will upon such delivery be, a valid and binding obligation of BUYER, subject to the application of applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally.
Sample 1
Authorization of Agreement and Transaction Documents. Each SGLP Party has the requisite corporate, partnership or limited liability company power and authority, as applicable, to execute this Agreement and the other Transaction Documents to which it is a party, and to consummate the Transactions contemplated by this Agreement and the other Transaction Documents to which it is a party. The execution and delivery by each SGLP Party of this Agreement and the other Transaction Documents to which it is a party and the consummation by each SGLP Party of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, on the part of such SGLP Party. This Agreement and the other Transaction Documents to which it is a party have been or will be duly executed and delivered by each SGLP Party and, assuming such agreements constitute a valid and binding obligation of each SemGroup Party which is a party thereto (and subject to any necessary approval from the Bankruptcy Court), are valid and binding obligations of such SGLP Party enforceable against it in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application affecting enforcement of creditors’ rights generally, and (b) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
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Related to Authorization of Agreement and Transaction Documents

  • Authorization Documents For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

  • 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.

  • Amendments to Transaction Documents On and after the Closing Date, each of the Transaction Documents are hereby amended as follows:

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

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Senior Notes and the Warrants and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not (i) violate any provision of any law applicable to the Company, any order of any court or other agency of government applicable to the Company, (ii) violate the Charter, or the By-laws of the Company, as amended (the “By-laws”) or (iii) violate any provision of any indenture, agreement or other instrument to which the Company is party or by which the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

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