Existence, Qualification and Authority Clause Samples

Existence, Qualification and Authority. (i) In respect of Holdings, Holdings is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. The execution, delivery and performance by Holdings of this Agreement have been duly authorized by all necessary action. Holdings has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (ii) In respect of each Shareholder, other than Holdings, such Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (iii) This Agreement has been duly executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.

Existence, Qualification and Authority. (i) In respect of Holdings, Holdings is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. The execution, delivery and performance by Holdings of this Agreement have been duly authorized by all necessary action. Holdings has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (ii) In respect of the Savings Plan, the execution, delivery and performance by the Savings Plan of this Agreement have been duly authorized by all necessary action. The Savings Plan has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (iii) This Agreement has been duly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.

Existence, Qualification and Authority. (a) The Partnership is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware, and Pubco is a corporation duly organized, validly existing and in good standing under the laws of Delaware and each of the Partnership and Pubco has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement. Each of the Partnership and Pubco has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the Partnership and Pubco of this Agreement has been duly authorized by all necessary action. (b) This Agreement has been duly executed and delivered by each of the Partnership and Pubco and constitutes the legal, valid and binding obligation of the Partnership and Pubco, enforceable against them in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.

Existence, Qualification and Authority. (a) HoldCo LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and each of GP Acquisition Corp. and the Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and each of HoldCo LLC, GP Acquisition Corp. and the Company has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of HoldCo LLC, GP Acquisition Corp. or the Company to consummate the transactions contemplated by this Agreement. Each of HoldCo LLC, GP Acquisition Corp. and the Company has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of HoldCo LLC, GP Acquisition Corp. and the Company of this Agreement has been duly authorized by all necessary action. (b) This Agreement has been duly executed and delivered by each of HoldCo LLC, GP Acquisition Corp. and the Company and constitutes the legal, valid and binding obligation of HoldCo LLC, GP Acquisition Corp. and the Company, enforceable against them in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.

Existence, Qualification and Authority. The DEVELOPER shall provide to the CITY any evidence required or requested by the CITY to demonstrate the continuing existence, qualification, and authority of the DEVELOPER to execute this Agreement and to perform the acts necessary to carry out the Project.

Existence, Qualification and Authority. (a) The PCB Management Trust is duly organized under the laws of Mexico, and the execution, delivery and performance by the PCB Management Trust of this Agreement has been duly authorized by all necessary action. (b) The PCB Management Trust has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the PCB Management Trust and constitutes the legal, valid and binding obligation of the PCB Management Trust, enforceable against the PCB Management Trust, in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.

Existence, Qualification and Authority. MacDermid, Incorporated is a corporation duly organized, validly existing and in good standing under the laws of Connecticut. MacDermid, Incorporated has all requisite power and authority to execute and deliver this Agreement. This Agreement has been duly executed and delivered by MacDermid, Incorporated and constitutes the legal, valid and binding obligation of MacDermid, Incorporated, enforceable against MacDermid, Incorporated in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.

Existence, Qualification and Authority. (a) Each of the Evercore Entities, the ECP II GP and ECP II is a corporation, limited liability company or limited partnership, as applicable, in each case, duly organized, validly existing and in good standing under the laws of Delaware. Each of the Evercore Entities, the ECP II GP and ECP II has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized, existing, or in good standing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect with respect to the Evercore Entities. Schedule 3.2.1 sets forth the jurisdictions in which each of the Evercore Entities is authorized to do business. (b) Each of the Evercore Partners and Evercore Entities has the requisite power, authority and legal right to execute and deliver this Agreement and each of the other Transaction Documents to which such Evercore Partner or Evercore Entity, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby. (c) The execution, delivery and performance by each of the Evercore Partners of each of this Agreement, the Founder Non-Solicitation Agreements and the Senior Managing Director Non-Solicitation Agreement, as applicable, have been duly authorized by all necessary action on the part of such Evercore Partner party thereto. Prior to the Closing, the execution, delivery and performance by each of the Evercore Partners and Evercore Entities of each of the other Transaction Documents to which such Evercore Partner or Evercore Entity, as the case may be, is a party will have been duly authorized by all necessary action on the part of such Evercore Partner or Evercore Entity, as the case may be. (d) Each of this Agreement, the Founder Non-Solicitation Agreement and the Senior Managing Director Non-Solicitation Agreement, as applicable, has been duly executed and delivered by each Evercore Partner party thereto, and each such agreement constitutes the legal, valid and binding obligation of such Evercore Partner, enforceable against such Evercore Partner in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally. On the Closing Date, each of the other Transaction Documents to which any Evercore Partner or Evercore Entity is a party ...

Existence, Qualification and Authority. (a) Each of HFF Holdings and Holdings Sub is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. H▇▇▇▇▇▇▇ ▇▇ is a corporation, duly organized, validly existing and in good standing under the laws of Delaware. The execution, delivery and performance by each of HFF Holdings, H▇▇▇▇▇▇▇ ▇▇ and Holdings Sub of this Agreement has been duly authorized by all necessary action. (b) Each of HFF Holdings, H▇▇▇▇▇▇▇ ▇▇ and Holdings Sub has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by each of HFF Holdings, H▇▇▇▇▇▇▇ ▇▇ and Holdings Sub and constitutes the legal, valid and binding obligation of HFF Holdings, H▇▇▇▇▇▇▇ ▇▇ and Holdings Sub, enforceable against them in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.