Authorization of Purchaser Sample Clauses

Authorization of Purchaser a. Status Purchaser is a limited liability company, duly incorporated and validly existing under the Laws of the Federal Republic of Germany. The Purchaser has all corporate powers required to carry on its business as currently conducted.

Authorization of Purchaser. The Purchaser has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and, assuming the due execution of this Agreement by Seller, will constitute a valid and binding obligation of the Purchaser enforceable against such Purchaser in accordance with its terms, except to the extent that enforceability may be subject to applicable bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authorization of Purchaser. Assignor hereby irrevocably authorizes and empowers Purchaser or its agent, in Purchaser’s sole discretion, at any time that an Event of Default has occurred and is continuing under the Purchase Agreement, to (i) assert on behalf of Assignor, in Assignor’s or its own name, any claims Assignor may have from time to time against any Seller with respect to the Merger Agreement Documents, including, but not limited to, claims relating to Merger Agreement Document Undertakings, (ii) receive and collect any and all damages, awards and other monies resulting therefrom, (iii) apply any of the amounts described in clause (ii) preceding to the payment of the Obligations in accordance with the Purchase Agreement and (iv) on behalf of Assignor, in Assignor’s or its own name, (A) assert any rights of Assignor under the Merger Agreement Documents and (B) give any consent under, grant any waiver with respect to, or otherwise modify any Merger Agreement Document, or to revoke any such consent, waiver or modification previously given. Assignor hereby appoints Purchaser (and all officers, employees or agents designated by Purchaser), as its true and lawful attorney (and agent-in-fact) for the purpose of enabling Purchaser or its agent from and after the occurrence and during the continuance of an Event of Default, to assert and collect such claims and to apply such monies in the manner set forth herein, which appointment, being coupled with an interest, is irrevocable. Regardless of the existence of an Event of Default, Assignor hereby irrevocably assigns to Purchaser the immediate right to receive directly from FuboTV any and all payments, proceeds, monies, damages and awards arising from the Merger Agreement Document Undertakings and to effectuate any documents or assignment or transfer necessary to register the Merger Agreement Documents in the Purchaser’s name; provided that Purchaser shall not enforce such assignment against FuboTV unless an Event of Default has occurred and is continuing.

Authorization of Purchaser. Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, including, without limitation, the execution and delivery of this Agreement and the other documents and instruments evidencing the conveyance of the Assets or delivered in accordance with Section 6.3 hereunder ("Purchaser Closing Documents"). Purchaser has taken all necessary and appropriate action with respect to the execution and delivery of this Agreement and the Purchaser Closing Documents. This Agreement constitutes valid and binding obligations of Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally and general principles of equity.

Authorization of Purchaser. (a) All corporate or partnership action, if applicable, on the part of Purchaser, its directors and its sole shareholder necessary for the authorization, execution, delivery and performance of this Agreement, the License Agreement, the Registration Rights Agreement and the Instrument of Assignment by Purchaser has been taken. This Agreement, the License Agreement, the Registration Rights Agreement and the Instrument of Assignment when executed and delivered by Purchaser, will constitute valid and legally binding obligations of Purchaser, enforceable in accordance with their respective terms.

Authorization of Purchaser. The Purchaser has full corporate power, capacity and authority to execute this Agreement and all other agreements and documents contemplated hereby. The execution and delivery of this Agreement and such other agreements and documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized and no other corporate action on the part of the Purchaser is necessary to authorize the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except that (i) enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and (ii) the remedies of specific performance and injunctive relief arc subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought.

Authorization of Purchaser. Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including, without limitation, the execution and delivery of this Agreement. Purchaser has taken all necessary and appropriate corporate action, including obtaining all necessary board consents, with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors and subject to general principles of equity.

Authorization of Purchaser. 9.1.1 The Purchaser is a company with limited liability, duly incorporated, validly existing and in good standing under the laws of Germany. The Parent is a Naamloze Vennootschap, duly incorporated, validly existing and in good standing under the laws of the Netherlands. No insolvency or bankruptcy proceedings have been instituted against the Purchaser or the Parent nor do there exist any circumstances giving rise to the instigation of insolvency or bankruptcy proceedings against the Purchaser. 9.1.2 The Purchaser and the Parent each have the corporate power and authority to enter into and perform this Agreement and have obtained all corporate authorizations to empower them to enter into this Agreement. Assuming Merger Control Clearance is obtained, the execution and delivery of, and the performance by the Purchaser and the Parent of their respective obligations under, this Agreement will not result in a breach of any provision of the articles of association of the Purchaser or any applicable laws and regulations, or result in a breach of any order, judgment or decree of any Governmental Authority or regulatory authority by which the Purchaser or the Parent is bound.

Authorization of Purchaser. (a) Purchaser is a Delaware corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has all corporate powers required to carry on its business as presently conducted. (b) The execution and performance by Purchaser of this Agreement are within Purchaser's corporate powers, do not violate the articles of association or by-laws of Purchaser and have been duly authorized by all necessary corporate action on the part of Purchaser. (c) Assuming compliance with any applicable requirements under merger control laws and other regulatory laws as set forth in ARTICLE 4.2(A)(I) and (II), the execution and performance of this Agreement by Purchaser require no approval or consent by any governmental body, authority or official and do not violate any applicable law or decision by any court or governmental authority binding on Purchaser. (d) As of the date hereof, there is no lawsuit, investigation or proceeding pending against, or to Purchaser's knowledge, threatened in writing against Purchaser before any court, arbitrator or governmental authority which in any manner challenges or seeks to prevent, alter or materially delay the transactions contemplated by this Agreement.