Capacity; Authority. SUPPLIER warrants that it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under this Agreement and that the Agreement is executed by a duly authorized representative of the SUPPLIER.
Capacity; Authority. You agree that you have the full legal power, capacity, and authority to enter into this Agreement.
Capacity; Authority. Each Supporting Shareholder, if a natural person, has the capacity necessary to enter into this Agreement and to carry out the transactions contemplated hereby. Each Supporting Shareholder, if not a natural person, has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by each Supporting Shareholder and constitutes a legal, valid and binding obligation of each Supporting Shareholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.
Capacity; Authority. (i) The Transferor Lender is duly incorporated and validly existing under the laws of the United States of America and has all requisite corporate power and authority to own its assets and to carry out its business.
Capacity; Authority. Each Principal Stockholder has the capacity and authority to enter into this Agreement and the other Transaction Documents to which such Principal Stockholder is a party and to make and perform the representations, warranties, covenants and agreements contained herein and therein. This Agreement and the other Transaction Documents to which such Principal Stockholder is a party have been duly executed and delivered by such Principal Stockholder and constitute the valid and binding obligations of such Principal Stockholder enforceable against such Principal Stockholder in accordance with its terms, except to the extent that enforceability may be limited by the effect, if any, of any applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally or any general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. Neither the execution and delivery by such Principal Stockholder of this Agreement nor the consummation of the Merger or the Other Transactions will conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or obligation or loss of any benefit under (a) any mortgage, indenture, lease, contract, agreement, instrument or understanding to which such Principal Stockholder is a party or to which any of such Principal Stockholder’s properties or assets is bound or (b) any Law applicable to such Principal Stockholder or any of such Principal Stockholder’s properties or assets. No notice to, filing with, and no permit, authorization, consent or approval of, any Person is necessary for the execution and delivery of this Agreement by such Principal Stockholder or the consummation of the Merger or the Other Transactions, other than the filing of the Certificate of Merger with the Secretary of State and approval of this Agreement and the Merger by the Company Stockholders as described in Section 3.3(b).
Capacity; Authority. Each Member represents and warrants to the other Members that the Member has the capacity and authority to enter into this Agreement.
Capacity; Authority. Each individual and entity executing the Schedule represents and warrants that he, she, or it has the power and authority to bind the party on whose behalf he, she or it is executing the Schedule to the terms of this Agreement. TELEFLORA CREDIT CARD PROCESSING ADDENDUM This Teleflora Credit Card Processing Addendum (this “Addendum”) supplements the terms and conditions of the Teleflora Electronic Credit Card Processing Services Agreement (“Teleflora Credit Card Processing Agreement”) between Teleflora LLC (“Teleflora”) and you (“you”), including the Schedule of Prices, Terms, Rates and Conditions (the “Schedule”) and Teleflora’s credit card processing policies, procedures and instructions published in the Teleflora Guide to Credit Card Processing and on xxx.xxxxxxxxxxx.xxx (or such other website[s] as Teleflora may establish for its members’ use), in each case, as may be amended by Teleflora from time to time (collectively, the “Guide”, and together with the Teleflora Credit Card Processing Agreement and the Schedule, the “Teleflora Agreement”).
Capacity; Authority. Seller has the legal capacity and authority to execute and deliver this Agreement and all instruments to consummate the sale of the Property.
Capacity; Authority. The parties represent and warrant that they each have full legal capacity to execute, deliver and perform this Agreement. The parties represent and warrant that: (i) no consent or approval of any other person is required in connection with their execution, delivery and performance of this Agreement except to the extent that such consent or approval already has been obtained; (ii) they have duly executed this Agreement; and (iii) this Agreement constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms. Each of the people executing and delivering this Agreement on behalf of an entity represents and warrants to the other that he or she is authorized to do so.
Capacity; Authority. Buyer has full power and capacity to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party, and to consummate the transactions contemplated hereby and thereby. Buyer has all requisite power and authority to perform this Agreement and each Ancillary Agreement to which Buyer is a party, and to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which Buyer is a party has been duly and validly executed and delivered by Buyer and constitutes the valid and binding obligation of such Buyer enforceable against Buyer in accordance with their respective terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity.
