Formation; Authorization; Litigation Sample Clauses
The 'Formation; Authorization; Litigation' clause establishes that each party entering into the agreement is properly formed, duly authorized to execute the contract, and has the legal capacity to do so. In practice, this means that the parties confirm their legal existence (such as being a registered corporation or entity), that the individuals signing have the necessary authority, and that there are no ongoing legal proceedings that would prevent them from fulfilling their obligations. This clause ensures that the agreement is valid and enforceable, reducing the risk of disputes over a party’s ability to contract or unforeseen legal barriers.
Formation; Authorization; Litigation. Each party represents and warrants that:
(a. it is validly existing and in good standing, and is qualified to do business, in each jurisdiction where it will conduct business under this Agreement, unless the failure to do so will not have a material adverse effect on its ability to perform under this Agreement; EMBARQ and SYNACOR Master Services Agreement EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION — RESTRICTED 23 of 37 (b.) the signing, delivery and performance of this Agreement by the party has been properly authorized; and
Formation; Authorization; Litigation. Each party represents and warrants that:
(a) it is validly existing and in good standing, and is qualified to do business, in each jurisdiction where it will conduct business under this Agreement, unless the failure to do so will not have a material adverse effect on its ability to perform under this Agreement;
(b) the signing, delivery and performance of this Agreement by the party has been properly authorized; and
(c) no claims, actions or proceedings are pending or, to the knowledge of the party, threatened against or affecting the party that may, if adversely determined, reasonably be expected to have a material adverse effect on the party’s ability to perform its obligations under this Agreement.
Formation; Authorization; Litigation. Each Party represents and warrants that:
a) it is validly existing and in good standing, and is qualified to do business, in each jurisdiction where it will conduct business under this Agreement, unless the failure to do so will not have a material adverse effect on its ability to perform under this Agreement;
b) has full power and capacity to execute and comply with all obligations under this Agreement. The execution of and compliance with this Agreement was duly approved by its respective partners or other administrative bodies, as applicable, and no other corporate approvals are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement constitutes a valid and binding obligation, enforceable against the other Party pursuant to its terms and conditions; and
c) no claims, actions or proceedings are pending or, to the knowledge of the Party, threatened against or affecting the party that may, if adversely determined, reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement.