Corporate Standing; Authorization Clause Samples

Corporate Standing; Authorization. Operator is a corporation duly organized, validly existing and in good standing under the laws of Pennsylvania. The execution, delivery and performance of this Agreement are within Operator's corporate powers. The execution, delivery and performance of this Agreement (i) has been duly authorized by all requisite corporate action; and (ii) does not violate any existing Requirement of Law or any agreement, certificate, undertaking, commitment, instrument or other document to which it is a party or by which it or any of its assets may be bound or affected.

Corporate Standing; Authorization. Seller is a banking corporation duly organized, validly existing and in good standing under the laws of Kentucky and has full corporate power and authority to own or hold under lease the properties it now owns or holds under lease and to carry on the business presently being conducted by it. Neither the execution and delivery by Seller of this Agreement, nor the consummation of the transactions contemplated hereby, will result in, nor will cause, any violation of, or constitute a default under, any provision of the Articles of Incorporation or Bylaws of Seller, or of any lease, mortgage, note, bond, loan agreement, license, judgment, order or other instrument or obligation to which Seller is a party or is bound or to which Seller or any of its properties or assets are subject, except as set forth on Schedule 5.1A hereto. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has all requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement.