Due Authorization; Power and Authority Clause Samples
The "Due Authorization; Power and Authority" clause confirms that each party entering into the agreement has the legal right and proper authorization to do so. In practice, this means that the individuals signing on behalf of a company or organization have been granted the necessary approvals and possess the authority to bind their entity to the contract. This clause helps prevent disputes over whether a party was properly empowered to make commitments, thereby ensuring the enforceability of the agreement and reducing the risk of unauthorized or invalid contractual obligations.
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Due Authorization; Power and Authority. Such Party is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business in its state of formation and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Agreement to be observed and/or performed by such Party.
Due Authorization; Power and Authority. The execution, delivery and performance by each Obligor of this Agreement and the other Transaction Documents to which it is a party have been duly authorized, and do not (i) conflict with such Obligor’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable material order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Obligor or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which such Obligor is bound.
Due Authorization; Power and Authority. Each member of the Seller Group has the right, power and capacity to execute, deliver and perform this Agreement and all the documents and instruments referred to herein and contemplated hereby, including the Ancillary Agreements, and to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on the part of the Seller Group. This Agreement has been, and each of the Ancillary Agreements and the ▇▇▇▇ of Sale after execution and delivery thereof at the Closing will have been, duly and validly executed and delivered by the relevant member of the Seller Group and constitute their respective legal, valid and binding obligations, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or equitable principles.
Due Authorization; Power and Authority. Buyers and each Buyer Party have the right, power and capacity to execute, deliver and perform this Agreement and all the documents and instruments referred to herein and contemplated hereby, including the Ancillary Agreements, and to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on the part of Buyers and each Buyer Party. This Agreement has been, and each of the Ancillary Agreements after execution and delivery thereof at the Closing will have been, duly and validly executed and delivered by Buyers and each Buyer Party and constitute their respective legal, valid and binding obligations, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or equitable principles.
Due Authorization; Power and Authority. It has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of such party.
Due Authorization; Power and Authority. Buyer has the right, power and capacity to execute, deliver and perform this Agreement and the Transition Services Agreements and to consummate the transactions contemplated by this Agreement and the Transition Services Agreements. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement has been, and the Transition Services Agreements after execution and delivery thereof at the Closing will have been, duly and validly executed and delivered by Buyer and constitute Buyer's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally, or equitable principles.
Due Authorization; Power and Authority. The Company has the right, power and authority to execute, deliver and perform this Agreement and all the documents and instruments referred to herein and contemplated hereby and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby by the Company, have been duly and validly authorized by all necessary action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and will constitute a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally, or equitable principles.
Due Authorization; Power and Authority. Each of Hercules, the Issuer, Hercules Newco and the Hercules Subsidiary Sellers has the right, power and capacity to execute, deliver and perform this Agreement and all the documents and instruments referred to herein and contemplated hereby, together with the Transition Services Agreements to be executed by them and to consummate the transactions contemplated by this Agreement and the Transition Services Agreements. The execution, delivery and performance of this Agreement and the Transition Services Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Hercules and, at or before the Closing, will have been duly and validly authorized by all necessary corporate action on the part of the applicable subsidiaries of Hercules. This Agreement has been, and each of the Transition Services Agreements after execution and delivery thereof at the Closing will have been, duly and validly executed and delivered by Hercules and its subsidiaries party thereto and will constitute their respective legal, valid and binding obligations, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally, or equitable principles.