Capacity to Sell; Authorization Sample Clauses

Capacity to Sell; Authorization. Seller has full corporate power and authority to own, lease and operate the Acquired Assets owned, leased or operated (as the case may be) by it and to carry on the Business as now being conducted by it. Seller has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to be executed and delivered by Seller and to consummate the transactions contemplated hereby and thereby to be consummated by Seller. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by Seller or any of its Affiliates and the consummation of the transactions contemplated hereby and thereby to be consummated by Seller and its Affiliates have been duly authorized by all necessary corporate action on the part of Seller and, in the case of the Ancillary Agreements to be executed and delivered by an Affiliate of Seller, at the Closing Date will have been duly authorized by all necessary corporate (or other Entity) action on the part of such Affiliate. Except as set forth on Schedule 3.2, the execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by Seller or any of its Affiliates, and the consummation of the transactions contemplated hereby and thereby to be consummated by Seller and its Affiliates do not and will not (i) contravene or violate the certificate of incorporation or by-laws (or comparable governing instruments) of Seller or such Affiliate; (ii) conflict with, violate, result in a breach or termination of, result in any default under, entitle any Person (with due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, any contract, agreement, mortgage, Lien, lease, order, arbitration award, judgment or decree or other commitment to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates or any of their respective Assets is bound, or result in the acceleration of the due date of any Liability of Seller or any of its Affiliates; (iii) require Seller or any of its Affiliates to obtain, secure or make any Approval or Consent, require Seller or any of its Affiliates to obtain, secure or make any Approval or Consent, other than compliance with and filings under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and under the Anti Monopoly Law in the People’s Republic of China (the “AML”); o...
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Capacity to Sell; Authorization. (a) In the case of XxXxxxx, such Seller is a natural person and has the legal capacity to execute, deliver and perform this Agreement and each of the Ancillary Agreements to which he is a party and to consummate the transactions contemplated hereby and thereby to be consummated by him.
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Capacity to Sell; Authorization. 6 3.3 Ownership of Right/Assets Subject to Option............................ 7 3.4 Pending or Threatened Litigation and Claims............................ 7 3.5 Employees; Labor Relations............................................. 7
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Capacity to Sell; Authorization. BNA has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby to be consummated by BNA. The execution, delivery and performance by BNA of this Agreement and the Ancillary Documents to which it is a party and the consummation by BNA of the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of BNA. This Agreement has been duly executed and delivered by BNA. This Agreement constitutes the legal, valid, and binding obligation of BNA, enforceable against BNA in accordance with its terms.
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Capacity to Sell; Authorization. Seller has full corporate power and authority to own the Acquired Assets and to carry on the Business as currently conducted. Seller and Parent have full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which Seller or Parent, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby to be consummated by Seller or Parent, as the case may be. The execution, delivery and performance by Seller and Parent of this Agreement and the Ancillary Agreements to which Seller or Parent, as the case may be, is a party and the consummation by Seller or Parent, as the case may be, of the transactions contemplated hereby and thereby (including without limitation the transfer to Purchaser of the Acquired Assets) have been authorized by all necessary action on the part of Seller and Parent, as the case may be, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws (or other governing instrument) of Seller, Parent or their Affiliates; (ii) conflict with, violate, result in a breach or termination of, result in any default under, entitle any Person (with due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, any contract, agreement, mortgage, lien, lease, order, arbitration award, judgment or decree or other commitment to which Seller, Parent or any Affiliate of Seller or Parent is a party or by which Seller, Parent, any Affiliate of Seller or Parent or any of their Assets is bound or result in the acceleration of the due date of any liability or obligation of Seller, Parent or any Affiliate of Seller or Parent (other than defaults arising by reason of the failure of Seller to obtain those Consents to assignment of Assumed Contracts listed on Schedule 1.5 which Purchaser (as indicated on Schedule 1.5) has elected not to obtain prior to Closing); (iii) require Seller, Parent or any Affiliate of Seller or Parent to obtain, secure or make any Approval or Consent; or (iv) conflict with, or result in a breach of, any Legal Requirement to which Seller, Parent or any Affiliate of Seller or Parent is subject. No Consent or other action by the stockholders or security holders of Seller, Parent or any Affiliate of Seller or Parent is required in connection with the execution, delivery and performance by Seller or Parent of this Agreement and the Ancillary Agreements to which Seller or Parent i...
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Related to Capacity to Sell; Authorization

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • Required Authorizations BUYER shall obtain and procure all necessary corporate and other approvals and authorizations, if any, required on its part to enable it to fully perform all obligations imposed on it hereunder which must be performed by it at or prior to the Closing.

  • Authorization; No Conflict Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Corporate and Governmental Authorization No --------------------------------------------

  • Authorization; No Breach (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Corporate Power; Authorization The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to sell and issue the Warrant and Warrant Stock and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Power and Authority; Authorization Debtor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Liens and security interests on the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Liens and security interests on the Collateral pursuant to, this Agreement.

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