AUTHORIZATIONS AND BINDING EFFECT Clause Samples
The "Authorizations and Binding Effect" clause establishes that the parties entering into the agreement have the necessary authority to do so and that the agreement is legally binding on them and their successors. In practice, this means each party confirms that its representatives are properly empowered to sign the contract, and that the terms will apply not only to the original signatories but also to any entities that may assume their rights or obligations in the future, such as through mergers or assignments. This clause ensures the enforceability of the contract and prevents disputes over whether parties or their successors are legally obligated to uphold the agreement.
AUTHORIZATIONS AND BINDING EFFECT. This Agreement has been duly and validly authorized, executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. All other corporate proceedings required by the Articles of Incorporation or the Bylaws of Purchaser or otherwise for the execution and delivery of this Agreement, and for the consummation of the transactions contemplated hereby, have been duly taken.
AUTHORIZATIONS AND BINDING EFFECT. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not:
(a) conflict with, result in the breach of, constitute a default, with or without notice and/or lapse of time, under, result in being declared void or voidable any provision of, or result in any right to terminate or cancel any contract, lease or agreement to which Purchaser or any of its properties is bound;
(b) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to Purchaser; or
(c) result in the acceleration of any debt or other obligation of Purchaser.
AUTHORIZATIONS AND BINDING EFFECT. The execution, delivery and performance of this Agreement by Purchaser have been duly authorized by the members, managers or other governing body of Purchaser, as the case may be, and this Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency and other similar laws or of equitable principles relating to or affecting the enforcement of rights of creditors generally. All other proceedings required by the limited liability company operating agreement of Purchaser or otherwise for the execution and delivery of this Agreement and the agreements contemplated hereby, and for the consummation of the transactions contemplated hereby and thereby, have been duly taken.
AUTHORIZATIONS AND BINDING EFFECT. Purchaser is duly licensed to carry on its business as currently conducted in the State of New York. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not:
(i) conflict with, result in the breach of, constitute a default, with or without notice and/or lapse of time, under, result in being declared void or voidable any provision of, or result in any right to terminate or cancel any contract, lease or agreement to which Purchaser or any of its properties is bound;
(ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to Purchaser;
(iii) result in the acceleration of any debt or other obligation of Purchaser;
(iv) conflict with Purchaser's Certificate of Incorporation or By-Laws; or
(v) render Purchaser insolvent as that term is defined under 11 U.S.C. Section 101(32).
AUTHORIZATIONS AND BINDING EFFECT. (a) The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and is qualified to transact business and is in good standing as a foreign limited liability company in the jurisdictions where it is required to qualify.
(b) This Agreement has been duly executed and delivered by the Investor and constitutes the legal, valid and binding obligation of the Investor, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not:
(i) constitute a violation of the Certificate of Formation or the Operating Agreement, each as amended through the date hereof, of the Investor;
(ii) conflict with, result in the breach of, constitute a default, with or without notice and/or lapse of time, under, result in being declared void or voidable any provision of, or result in any right to terminate or cancel any contract, lease or agreement to which the Investor or any of its properties is bound;
(iii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to the Investor; or
(iv) result in the acceleration of any debt or other obligation of the Investor.
AUTHORIZATIONS AND BINDING EFFECT. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not:
(i) conflict with, result in the breach of, constitute a default, with or without notice and/or lapse of time, under, result in being declared void or voidable any provision of, or result in any right to terminate or cancel any contract, lease or agreement to which Purchaser or any of his properties is bound;
(ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to Purchaser;
(iii) result in the acceleration of any debt or other obligation of Purchaser;
(iv) render Purchaser insolvent as that term is defined under 11 U.S.C. Section 101(32).
AUTHORIZATIONS AND BINDING EFFECT. The execution, delivery and performance of this Agreement has been duly authorized, and it has been duly executed and delivered by Licensors, and this Agreement constitutes the legal, valid and binding obligation of Licensors, enforceable in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors.
AUTHORIZATIONS AND BINDING EFFECT. Purchaser is duly licensed to carry on its business as currently conducted in the State of New York. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not:
AUTHORIZATIONS AND BINDING EFFECT. Purchaser and Parent are duly licensed to carry on their business as currently conducted in the State of Colorado, and in each state in which QualMark currently is doing business. This Agreement has been duly executed and delivered by Purchaser and Parent and constitutes the legal, valid and binding obligation of such parties, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not:
(i) conflict with, result in the breach of, constitute a default, with or without notice and/or lapse of time, result in being declared void or voidable any provision of, or result in any right to terminate or cancel any contract, lease or agreement to which QualMark or any of its properties is bound;
(ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to QualMark; or
(iii) result in the acceleration of any debt or other obligation of QualMark.
