Authorization of Transactions; Validity and Enforceability Sample Clauses

Authorization of Transactions; Validity and Enforceability. Each of Navistar, Navistar Parent and their Affiliates has all requisite corporate, limited liability company or similar entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it will become a party (as applicable), and, subject to the obtaining and making (as applicable) of all consents and notices set forth in Section 3.1.2 of the Navistar Disclosure Schedule, to consummate the transactions contemplated by the terms of this Agreement and such Transaction Agreement (as applicable) and perform its obligations arising hereunder and thereunder (as applicable). The execution, delivery and performance by each of Navistar, Navistar Parent and their Affiliates of this Agreement and each Transaction Agreement to which it will become a party (as applicable) and the consummation by Navistar, Navistar Parent and their Affiliates of the transactions contemplated by the terms of this Agreement and such Transaction Agreement (as applicable) have been duly authorized by all necessary corporate or other action on the part of Navistar, Navistar Parent and their Affiliates, as applicable. This Agreement has been, and each Transaction Agreement to which Navistar, Navistar Parent or their Affiliates will become a party will, on the Closing Date, be, duly executed and delivered by Navistar, Navistar Parent and their Affiliates (as applicable), and, assuming the due authorization, execution and delivery hereof and thereof by each of the other parties hereto and thereto, constitutes, or will constitute, when executed and delivered, a legal, valid and binding obligation of Navistar, Navistar Parent and their Affiliates (as applicable) enforceable against Navistar, Navistar Parent and their Affiliates (as applicable) in accordance with their terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws and court decisions of general application, including statutory and other laws regarding fraudulent or preferential transfers relating to, limiting, or affecting the enforcement of creditors’ rights generally, and (b) general principles of equity, including the effect of such general principles of equity upon the specific enforceability of any of the remedies, covenants, or other provisions contained herein and therein, and their application (regardless of whether enforcement is considered in a proceeding at law or in equity) as such principles relate to, limit, or affect the e...
Sample 1Sample 2
AutoNDA by SimpleDocs
Authorization of Transactions; Validity and Enforceability. Caterpillar has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it will become a party, and, subject to the obtaining and making (as applicable) of all consents and notices set forth in Section 3.2.2 of the Caterpillar Disclosure Schedule, to consummate the transactions contemplated by the terms of this Agreement and such Transaction Agreement and perform its obligations arising hereunder and thereunder. The execution, delivery and performance by Caterpillar of this Agreement and each Transaction Agreement to which it will become a party and the consummation by Caterpillar of the transactions contemplated by the terms of this Agreement and such Transaction Agreement have been duly authorized by all necessary corporate action or other action on the part of Caterpillar. This Agreement has been, and each Transaction Agreement to which Caterpillar will become a party will, on the Closing Date, be, duly executed and delivered by Caterpillar, and, assuming the due authorization, execution and delivery hereof and thereof by each of the other parties hereto and thereto, constitutes, or will constitute, when executed and delivered, a legal, valid and binding obligation of Caterpillar enforceable against Caterpillar in accordance with their terms, except as limited by the Bankruptcy and Equity Exceptions.
Sample 1Sample 2
Authorization of Transactions; Validity and Enforceability. It has all requisite power and authority to enter into this PA, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by it of this PA and the consummation by it of the transactions contemplated by this PA have been duly authorized by all necessary statutory, administrative, or corporate or partnership action or other action (as applicable) on the part of it. This PA has been duly executed and delivered by such Party. and, assuming the due authorization, execution, and delivery hereof by the other Party, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be affected by:
Sample 1

Related to Authorization of Transactions; Validity and Enforceability

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Title, Authorization, Validity and Enforceability Such Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.6 hereof, and has full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed in Exhibit “E”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCC, subject only to Liens permitted under Section 4.1.6 hereof.

  • Authorization and Enforceability This Agreement constitutes Buyer’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or at law.

  • Authority; Validity and Enforceability The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rules. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles.

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

  • Due Authorization and Enforceability This Agreement and each Subscription Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Power, Authorization and Enforceability The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

  • Due Execution and Enforceability This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Qualifications.

  • Authority and Enforceability The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute valid and binding agreements of Seller enforceable in accordance with their terms.

  • Execution and Enforceability This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!