Buyer Authority. On or before the Closing Date, Buyer shall deliver to Seller (a) a certificate of good standing from the Buyer’s jurisdiction of organization, and (b) a certified copy of resolutions evidencing Buyer's authority to consummate this transaction, in form and substance reasonably satisfactory to Seller, and any other evidence of Buyer's authority to consummate this transaction required by the Title Company to issue the Title Policy.
Buyer Authority. Buyer has the corporate right, power, legal capacity and authority to execute, deliver and perform its obligations under this Agreement and the documents, instruments and certificates to be executed and delivered by Buyer pursuant to this Agreement. The execution, delivery and performance of this Agreement by Buyer and the transactions contemplated hereby have been, and all documents, instruments and certificates have been or as of the Closing will be, duly authorized by all necessary corporate action on the part of Buyer.
Buyer Authority. Buyer shall deliver evidence of organization, existence and authority of Buyer to consummate the Transaction, and the authority of any person executing documents on behalf of such entity reasonably satisfactory to the Title Company.
Buyer Authority. 18 4.3 Enforceability........................................................ 18 4.4 Approvals............................................................. 19 4.5
Buyer Authority. 18 4.3 Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 4.4 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 4.5
Buyer Authority. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which Buyer is or will be a party and the performance by Buyer of its obligations hereunder and thereunder have been (and the Ancillary Documents to which Buyer is or will be a party, will be at or prior to the Closing) duly authorized by all necessary corporate action on the part of Buyer and no other proceeding (including by its equityholders) on the part of Buyer is necessary to authorize this Agreement and each of the Ancillary Documents to which Buyer is or will be a party or to consummate the transactions contemplated hereby. This Agreement has been, and the Ancillary Documents to which Buyer is or will be a party will be at or prior to the Closing, duly and validly executed and delivered by Buyer and constitutes, or will constitute when executed, as applicable, valid, legal and binding agreements of Buyer (assuming that this Agreement has been and each of the Ancillary Documents to which Buyer is or will be a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against Buyer in accordance with each of their respective terms, subject to the Bankruptcy and Equity Exception.
Buyer Authority. Buyer has the requisite legal power and authority to execute and deliver this Agreement, to perform the obligations of Buyer hereunder, and to consummate the transactions contemplated hereby, all of which have been duly authorized and approved by all necessary entity action and for which no consent of any person or governmental authority is required which has not been obtained, and no filing with or other notification to any person or governmental authority is required which has not been properly completed. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms, subject only to the application of debtor relief laws and general equitable principles.
Buyer Authority. Any action to be taken by or on behalf of CBIZ or Buyer pursuant to this Agreement shall be specifically approved in writing or otherwise performed by Xxxxxx X. Xxxxxx, Xx., Chief Executive Officer of CBIZ, or his successor or delegate as may be appointed by the Chief Executive Officer or the Board of Directors of CBIZ from time to time (the “CBIZ Representative”). Seller and Owners acknowledge that, unless specifically authorized by the CBIZ Representative in writing, no other director, officer, employee or other agent of Buyer or any Buyer Affiliated Company shall have any authority to take any action required or permitted under this Agreement on behalf of Buyer.
Buyer Authority. Buyer represents and warrants that Buyer is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware; Buyer has all necessary power and authority to own and use its properties and to transact the business in which it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the documents and instruments required of Buyer herein, and to perform its obligations hereunder.
Buyer Authority. Notwithstanding anything to the contrary contained in this Agreement, at all times following the Closing, Buyer shall have sole discretion with respect to all matters related to the Business, including, without limitation, (i) operating the Business; (ii) bidding on and accepting work and the terms and conditions related to such bids and contracts; and (iii) spending and capital investments.
