Authorization of Closing Transactions Sample Clauses

Authorization of Closing Transactions. Such Xxxxxxxx Party has the requisite limited partnership or corporate power, as applicable, and authority to execute and deliver this Agreement and all other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which such Xxxxxxxx Party is a party constitutes a valid and legally binding obligation of such Xxxxxxxx Party, enforceable in accordance with its terms and conditions, except as enforceability hereof may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights generally and limitations on the availability of equitable remedies. Such Xxxxxxxx Party is not required to give any notice to, make any filing with, or obtain any authorization, Consent, or approval of any Governmental Entity to consummate the transactions described in this Agreement or by the Transaction Documents to which it is a party. The execution, delivery, and performance of this Agreement and such Transaction Documents have been duly authorized by all necessary limited partnership or corporate power, as applicable, on behalf of such Xxxxxxxx Party. No other action on the part of such Xxxxxxxx Party is necessary to approve and authorize such Xxxxxxxx Party’s execution and delivery of this Agreement or any other Transaction Document to which such Xxxxxxxx Party is a party or the performance of its obligations hereunder or thereunder.
Sample 1
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Authorization of Closing Transactions. Each Seller has the requisite entity power and authority or capacity to execute and deliver this Agreement and all other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which such Seller is a party constitutes a valid and legally binding obligation of such Seller, enforceable in accordance with its terms and conditions, except as enforceability hereof may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights generally and limitations on availability of equitable remedies. Such Seller is not required to give any notice to, make any filing with, or obtain any authorization, Consent, or approval of any Governmental Entity to consummate the transactions described in this Agreement or by the Transaction Documents to which it is a party. The execution, delivery, and performance of this Agreement and such Transaction Documents have been duly authorized by all necessary entity action, as applicable, on behalf of such Seller. No other action on the part of such Seller is necessary to approve and authorize such Seller’s execution and delivery of this Agreement or any other Transaction Document to which such Seller is a party or the performance of its obligations hereunder or thereunder.
Sample 1
Authorization of Closing Transactions. Each member of the Company Group has the requisite entity power and authority to execute and deliver this Agreement and all other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. Each member of the Company Group has duly authorized its execution, delivery and performance of this Agreement and all other Transaction Documents to which it is a party. This Agreement and each of the other Transaction Documents to which any member of the Company Group is a party constitutes a valid and binding obligation of such member of the Company Group, enforceable in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights generally and limitations on the availability of equitable remedies. No other action on the part of any member of the Company Group is necessary to approve and authorize such member of the Company Group’s execution and delivery of this Agreement or any other Transaction Document to which such member of the Company Group is a party or the performance of its obligations hereunder or thereunder.
Sample 1

Related to Authorization of Closing Transactions

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Authorization and Closing 4.1 Newco has authorized the issuance to (i) EIS of 2,388 shares of Preferred Shares, and (ii) RPI of 6,000 shares of Common Shares and 3,612 shares of Preferred Shares, issuable as provided in Clause 4.4 hereof

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

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