Organization; Power; Authority Clause Samples
The 'Organization; Power; Authority' clause establishes that a party entering into an agreement has been properly organized and possesses the legal power and authority to execute and perform its obligations under the contract. In practice, this clause typically requires the party to confirm its legal status (such as being a duly incorporated company or a validly formed partnership) and that the individuals signing the agreement have the necessary authorization to bind the entity. This ensures that the contract is enforceable and protects the other party from issues arising due to lack of authority or improper organization, thereby reducing the risk of future disputes over the validity of the agreement.
POPULAR SAMPLE Copied 1 times
Organization; Power; Authority. Such Seller is a natural person or a legal entity of the type set forth next to such Seller’s name on the signature page hereto. Such Seller has taken, or shall take prior to the Closing, all actions necessary for the authorization, execution, delivery and performance of this Agreement. If such Seller is not a natural Person, such Seller has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to (a) execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby and (b) enter into this Agreement to consummate the transactions contemplated hereby and thereby, and to sell and transfer such Seller’s Shares without the consent or approval of any other person. If such Seller is a natural person, he or she is competent and has all requisite legal capacity, power and authority to (a) execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby and (b) enter into this Agreement to consummate the transactions contemplated hereby, and to sell and transfer such Seller’s Shares without the consent or approval of any other person.
Organization; Power; Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, with full power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Seller has the corporate power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Seller. Shareholder has the authority to enter into this Agreement and consummate the Contemplated Transactions. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Seller and Shareholder, enforceable in accordance with their respective terms.
Organization; Power; Authority. Each Loan Party is a ------------ ----- --------- corporation validly organized and existing and in good standing under the laws of the state of its incorporation, is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Materially Adverse Effect and has full power and authority to own and hold under lease its property and conduct its business substantially as presently conducted by it. Each Loan Party has full power and authority to enter into and to perform its obligations under this Agreement and each Loan Document to which each is a party and to obtain the Loans hereunder, in the case of the Borrower.
Organization; Power; Authority. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the full right, power and authority to enter into this Agreement and to repurchase the Warrant from the Warrant Holder and complete the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.
Organization; Power; Authority. The Warrant Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the full right, power and authority to enter into this Agreement and to sell, transfer, convey, assign and deliver the Warrants to the Company and complete the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by the Warrant Holder and constitutes the valid and binding obligation of the Warrant Holder, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.
Organization; Power; Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Georgia, with full power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Seller has the corporate power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Seller. Shareholder has the authority to enter into this Agreement and consummate the Contemplated Transactions. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Seller and Shareholder, enforceable in accordance with their respective terms.
Organization; Power; Authority. Distributor, if other than an individual, and Company are duly organized and existing and in good standing under the laws of the state and country of its organization and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated, or such business is now conducted. Distributor and Company have full power and authority to provide the services specified herein and all corporate and other proceedings necessary to be taken by Distributor and Company, respectively, in connection with the transactions provided for by this Agreement and necessary to make the same effective have been duly and validly taken, and this Agreement has been duly and validly executed and delivered by Distributor and Company, respectively, and constitutes a valid and binding obligation of Distributor and Company, respectively, in accordance with their terms subject to the laws regarding creditors rights, bankruptcy and general principles of equity. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS
Organization; Power; Authority. The Seller is a C corporation organized, validly existing, and in good standing under the laws of the State of Alabama, with full C corporation power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Auto Recycling of ▇▇▇▇▇▇▇▇▇▇, Inc. is qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the character of - 2 - (#760565)
Organization; Power; Authority. Each Seller is a natural person. Each Seller is competent and has all requisite legal capacity, power and authority to (a) execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby and (b) enter into this Agreement to consummate the transactions contemplated hereby, and to sell and transfer such Seller’s Company Interests without the consent or approval of any other person.
Organization; Power; Authority. The Purchaser is duly organized and validly existing under the laws of the state of its formation with the requisite legal power and authority to own its property and to carry on its business as currently conducted. The Purchaser has all requisite legal power and authority to enter into this Agreement and to carry out and perform its obligations under the terms hereof. All action on the part of the Purchaser necessary for the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been taken.