POWER AND AUTHORITY; VALID AND BINDING Sample Clauses

POWER AND AUTHORITY; VALID AND BINDING. This Agreement constitutes the legally binding obligations of Purchaser 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 Purchaser to obtain the consent, authorization, approval or registration under any law, rule, or regulations, judgment, order, writ, injunction or decree which is binding upon Purchaser; (ii) will violate any provision of the Articles of Incorporation or Bylaws of Purchaser 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 Purchaser 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 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.
Sample 1
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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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

Related to POWER AND AUTHORITY; VALID AND BINDING

  • 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.

  • 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 The 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.

  • 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.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

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