Due Authorization; Execution; Delivery Clause Samples
The 'Due Authorization; Execution; Delivery' clause confirms that each party entering into the agreement has the legal authority and capacity to do so, and that the agreement has been properly signed and delivered. In practice, this means that the individuals signing on behalf of a company or organization have been duly authorized by their governing bodies, and all necessary internal approvals have been obtained. This clause ensures that the contract is legally binding and enforceable, reducing the risk of future disputes over the validity of the agreement or the authority of the signatories.
Due Authorization; Execution; Delivery. The execution by Haverty of, the consummation by it of the transactions provided for in, and the compliance by it with all of the provisions of, each Operative Document to which it is party have been duly authorized by all necessary corporate action on its part and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by it with any of the terms and provisions thereof (i) requires any approval of its stockholders, or approval or consent of any trustee or holders of any of its indebtedness or obligations, except for such approvals and consents as have been duly obtained and are in full force and effect, (ii) contravenes any Applicable Laws and Regulations or Governmental Action applicable to or binding on it or any Project, which contravention would result in a Material Adverse Effect, (iii) contravenes or results in any breach of or constitutes any default under, or results in the creation of any Lien (other than Permitted Exceptions) upon any of its properties under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-laws or other agreement or instrument to which it is a party, by which it may be bound or affected or by which any Project may be affected, which contravention, breach or default would result in a Material Adverse Effect, or (iv) requires any Governmental Action, except for the filings and recordings necessary or advisable to perfect the rights of Purchaser and Lender intended to be created by the Operative Documents and any filings that are required in the ordinary course of business in connection with the ownership, use and operation of the Premises.
Due Authorization; Execution; Delivery. The Collateral Agent is hereby authorized by DOE and all other Secured Parties to execute, deliver and perform each of the Transaction Documents to which Collateral Agent is or is intended to be a party.
Due Authorization; Execution; Delivery. The Loan Servicer is hereby authorized by DOE to execute, deliver and perform each of the Financing Documents to which the Loan Servicer is or is intended to be a party.
Due Authorization; Execution; Delivery. Each Agent is hereby authorized by DOE to execute, deliver and perform each of the Loan Documents to which such Agent is or is intended to be a party. All action on the part of each Agent that is required for the authorization, execution, delivery and performance by such Agent of the Loan Documents to which it is a party has been duly and effectively taken. The obligations of each Agent party hereto under the Loan Documents to which it is a party are the legal, valid and binding obligations of such Agent party hereto enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in proceedings at law or in equity).