POWER AND AUTHORITY; VALID AND BINDING Sample Clauses

POWER AND AUTHORITY; VALID AND BINDING. This Agreement constitutes the legally binding obligations of Seller in accordance with the terms hereof subject as its enforceability to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or effecting creditors' rights generally and to the general principles of equity. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby (i) is prohibited by or requires Seller to obtain the consent, authorization, approval or registration under any law, rule, or regulations, judgment, order, writ, injunction or decree which is binding upon Seller; (ii) will violate any provision of the Articles of Incorporation or Bylaws of Seller or the Joint Venture Agreement; or (iii) will violate any provision of, result in any default or acceleration of any obligations under, result in the creation or imposition of any liens pursuant to or require any content under any material agreement to which Seller is a party or is otherwise bound.
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POWER AND AUTHORITY; VALID AND BINDING. Each Party represents and warrants to the other Parties that such Party has full power and authority to execute and deliver this Supplemental Transaction Agreement and to perform its obligations hereunder. This Supplemental Transaction Agreement has been duly authorized by all necessary corporate and stockholder action and has been duly executed and delivered by such Party and is the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
Sample 1
POWER AND AUTHORITY; VALID AND BINDING. This Agreement constitutes the legally binding obligations of Seller in accordance with the terms hereof subject as its enforceability to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or effecting creditors' rights generally and to the general principles of equity. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby (i) is prohibited by or requires Seller to obtain the consent, authorization, approval or registration under any law, rule, or regulations, judgment, order, writ, injunction or decree which is binding upon Seller (it being understood that with respect to compliance with Section 18-607(a) of the Delaware Limited Liability Company Act, Seller is making this representation in reliance on the representation and warranty of the Company given under Section 9.3 below); (ii) will violate any provision of the Articles of Incorporation or Bylaws of Seller or, except as waived pursuant to Section 25 below, the Joint Venture Agreement; or (iii) except as waived pursuant to Section 25 below, will violate any provision of, result in any default or acceleration of any obligations under, result in the creation or imposition of any liens pursuant to or require any consent under any material agreement to which Seller is a party or is otherwise bound.
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POWER AND AUTHORITY; VALID AND BINDING. This Agreement constitutes the legally binding obligations of BTM in accordance with the terms hereof subject as its enforceability to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or effecting creditors' rights generally and to the general principles of equity.
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POWER AND AUTHORITY; VALID AND BINDING. This Agreement constitutes the legally binding obligations of each of the Company and the Manufacturing Subsidiary in accordance with the terms hereof subject as its enforceability to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or effecting creditors' rights generally and to the general principles of equity. Except as waived pursuant to Section 25 below, neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby (i) is prohibited by or requires obtaining the consent, authorization, approval or registration under any law, rule, or regulations, judgment, order, writ, injunction or decree which is binding upon either the Company or the Manufacturing Subsidiary; (ii) will violate any provision of the organizational documents of the Manufacturing Subsidiary or the Joint Venture Agreement; or (iii) will violate any provision of, result in any default or acceleration of any obligations under, result in the creation or imposition of any liens pursuant to or require any consent under any material agreement to which either the Company or the Manufacturing Subsidiary is a party or is otherwise bound.
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POWER AND AUTHORITY; VALID AND BINDING. This Agreement constitutes the legally binding obligation of Greenbrier in accordance with the terms hereof subject as its enforceability to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or effecting creditors' rights generally and to the general principles of equity.
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Related to POWER AND AUTHORITY; VALID AND BINDING

  • Power and Authority; Binding Agreement Stockholder has full power and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally.

  • Power and Authority; Binding Obligation The Seller has the power and authority to execute and deliver this Receivables Purchase Agreement and to carry out its terms; and the execution, delivery and performance of this Receivables Purchase Agreement has been duly authorized by the Seller by all necessary action. This Receivables Purchase Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

  • Corporate Power and Authority; No Conflicts The execution, delivery and performance by Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders which has not been obtained; (b) contravene its certificate of incorporation or by-laws; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Documents), registration, consent or approval under any Law (including, without limitation, Regulations T, U and X of the Board of Governors), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any Guarantor; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any Guarantor is a party or by which it or its properties may be bound or affected; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by Borrower or any Guarantor; or (f) cause such corporation to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Power and Authority; Authorization Debtor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Liens and security interests on the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Liens and security interests on the Collateral pursuant to, this Agreement.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

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