Common use of Organization; Due Authorization Clause in Contracts

Organization; Due Authorization. Such Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Sponsor's corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. This Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

Appears in 2 contracts

Samples: Business Combination Agreement (FinTech Acquisition Corp. IV), Sponsor Share Surrender And (FTAC Olympus Acquisition Corp.)

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Organization; Due Authorization. Such The Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby are within such the Sponsor's corporate, ’s limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such the Sponsor. This Agreement has been duly authorized, executed and delivered by such the Sponsor and, assuming due authorization, execution and delivery by the other parties Parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such the Sponsor, enforceable against such the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

Appears in 2 contracts

Samples: Sponsor Support Agreement (Israel Acquisitions Corp), Sponsor Letter Agreement (Rosecliff Acquisition Corp I)

Organization; Due Authorization. Such Sponsor is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Sponsor's ’s corporate, limited liability company partnership or other organizational powers and have been duly authorized by all necessary corporate, limited liability company partnership or other organizational actions on the part of such Sponsor. This Agreement has been duly executed and delivered by such Sponsor Xxxxxxx and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

Appears in 1 contract

Samples: Parent Support Agreement (Trailblazer Merger Corp I)

Organization; Due Authorization. Such The Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such the Sponsor's ’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such the Sponsor. This Agreement has been duly executed and delivered by such the Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such the Sponsor, enforceable against such the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

Appears in 1 contract

Samples: Sponsor Letter Agreement (Social Leverage Acquisition Corp I)

Organization; Due Authorization. Such Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Sponsor's ’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. This Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

Appears in 1 contract

Samples: Sponsor Share Surrender and Share Restriction Agreement (Fintech Acquisition Corp V)

Organization; Due Authorization. Such Sponsor is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Sponsor's ’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. This Agreement has been duly executed and delivered by such Sponsor Xxxxxxx and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of Sponsor.

Appears in 1 contract

Samples: Sponsor Letter Agreement (Broadscale Acquisition Corp.)

Organization; Due Authorization. Such Sponsor is a legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement Agreement, including its obligations hereunder, and the consummation of the transactions contemplated hereby are within such Sponsor's corporate, ’s limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. This Agreement has been duly executed and delivered by such Sponsor Sxxxxxx and, assuming due authorization, execution and delivery by the other parties to this AgreementParties, this Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of Sponsor.

Appears in 1 contract

Samples: Sponsor Support Agreement (Bite Acquisition Corp.)

Organization; Due Authorization. Such The Sponsor is duly organized, validly existing and in good standing as a limited liability company under the laws Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such the Sponsor's corporate, ’s limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such the Sponsor. This Agreement has been duly executed and delivered by such the Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such the Sponsor, enforceable against such the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the Sponsor.

Appears in 1 contract

Samples: Sponsor Support Agreement (Inflection Point Acquisition Corp.)

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Organization; Due Authorization. Such The Sponsor is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such the Sponsor's ’s corporate, limited liability company partnership or other organizational powers and have been duly authorized by all necessary corporate, limited liability company partnership or other organizational actions on the part of such the Sponsor. This Agreement has been duly executed and delivered by such the Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such the Sponsor, enforceable against such the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the Sponsor.

Appears in 1 contract

Samples: Parent Support Agreement (BYTE Acquisition Corp.)

Organization; Due Authorization. Such Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Sponsor's ’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. This Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

Appears in 1 contract

Samples: Sponsor Share Restriction Agreement (FTAC Emerald Acquisition Corp.)

Organization; Due Authorization. Such The Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such the Sponsor's ’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such the Sponsor. This Agreement has been duly executed and delivered by such Sponsor the Sponsor, and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such the Sponsor, enforceable against such the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

Appears in 1 contract

Samples: Sponsor Share Restriction Agreement (Tlgy Acquisition Corp)

Organization; Due Authorization. Such Sponsor is a legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement Agreement, including its obligations hereunder, and the consummation of the transactions contemplated hereby are within such Sponsor's corporate, ’s limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. This Agreement has been duly executed and delivered by such Sponsor Xxxxxxx and, assuming due authorization, execution and delivery by the other parties to this AgreementParties, this Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of Sponsor.

Appears in 1 contract

Samples: Sponsor Support Agreement (Jupiter Acquisition Corp)

Organization; Due Authorization. Such The Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby are within such the Sponsor's corporate, ’s limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such the Sponsor. This Agreement has been duly authorized, executed and delivered by such the Sponsor and, assuming due authorization, execution and delivery by the other parties Parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such the Sponsor, enforceable against such the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies).. ​

Appears in 1 contract

Samples: Sponsor Support Agreement (Israel Acquisitions Corp)

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