Power, Authority and Ownership Sample Clauses

Power, Authority and Ownership. 5.1.1 Selling Shareholders have an absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Powers of Attorney and to perform their obligations hereunder with respect to their respective FOCI Shares. The Attorneys-in-Fact have been duly authorized by each of the Signing Shareholders and shall obtain the authorization from the other Selling Shareholders before Closing to execute, deliver and perform this Agreement and the transactions contemplated herein for and on behalf of Selling Shareholders by valid Powers of Attorney duly executed by Selling Shareholders. This Agreement has been duly executed and delivered by the Attorneys-in-Fact for and on behalf of Selling Shareholders and, assuming due authorization, execution and delivery by MRV and FOCI, constitutes the legal, valid and binding obligation of Selling Shareholders enforceable against Selling Shareholders in accordance with its terms. 5.1.2 Selling Shareholders own their respective FOCI Shares of record and beneficially, free and clear of any Encumbrances or restrictions. [Provided that certain FOCI Shares will be immediately eliminated from such Encumbrances within twenty days after the execution of this Agreement.] Selling Shareholders have good title to their respective Shares and at the Closing, Selling Shareholders shall deliver to MRV good title to their respective Shares free and clear of all Encumbrances, security interests, restrictions, and all other claims, rights and interests of third parties. 5.1.3 FOCI has full corporate power and authority, including all necessary approvals of its directors and shareholders, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
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Power, Authority and Ownership. 5 5.2 NO CONFLICT....................................................................... 6 6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS........................... 6
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Power, Authority and Ownership. The Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder with respect to the Shares. This Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by the Purchasers, constitutes the legal, valid and binding obligation of the Seller enforceable against the Sellers in accordance with its terms. The Seller has good title to the Shares and owns the Shares of record and beneficially, free and clear of any liens, claims, encumbrances or restrictions.
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Power, Authority and Ownership. (a) Seller has the absolute right, power and capability to execute and deliver this Agreement and to perform the obligations hereunder. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. (b) Seller is the sole owner, beneficially and of record, of all the Shares free and clear of any liens, claims, encumbrances, security agreements, options, claims, charges, or restrictions. Seller has good title to the Shares and at the Closing shall deliver to Purchaser good title to the Shares free and clear of all liens, claims, encumbrances, restrictions, and interests of family members or other third parties. None of the Shares are held in trust for the benefit of Seller or members of his family.
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Power, Authority and Ownership. 5.1.1 Each of the Selling Shareholders individually represents and warrants that it has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Powers of Attorney and to perform its obligations hereunder with respect to its respective QOI Shares. The Attorneys-in-Fact have been duly authorized by each of the Signing Shareholders and shall obtain the authorization from the other Selling Shareholders before the Closing to execute, deliver and perform this Agreement and the transactions contemplated herein for and on behalf of Selling Shareholders by valid Powers of Attorney duly executed by the Selling Shareholders. This Agreement has been duly executed and delivered by the Attorneys-in-Fact for and on behalf of each of the Selling Shareholders and, assuming due authorization, execution and delivery by MRV and QOI, constitutes the legal, valid and binding obligation of each of the Selling Shareholders enforceable against the Selling Shareholders in accordance with its terms. 5.1.2 Each of the Selling Shareholders individually represents and warrants that it own its respective QOI Shares of record beneficially, free and clear of any Encumbrances or restrictions. Provided that certain QOI Shares will be immediately eliminated from such Encumbrances within twenty days after the execution of this Agreement. Each of the Selling Shareholders has good title to its respective Shares and at the Closing, each of the Selling Shareholders shall deliver to MRV good title to its respective Shares free and clear of all Encumbrances, security interests, restrictions, and all other claims, rights and interests of third parties. 5.1.3 QOI has full corporate power and authority, including all necessary approvals of its directors and shareholders, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
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Related to Power, Authority and Ownership

  • Power; Authority It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

  • AUTHORITY; OWNERSHIP Such STOCKHOLDER has the full legal right, power and authority to enter into this Agreement. Such STOCKHOLDER owns beneficially and of record all of the shares of the COMPANY Stock identified on Annex IV as being owned by such STOCKHOLDER, and, except as set forth on Schedule 5.3, such COMPANY Stock is owned free and clear of all liens, encumbrances and claims of every kind.

  • Authority and Compliance Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and Borrower is in compliance with all laws and regulatory requirements to which it is subject.

  • Authority and Consents Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any governmental authorities or persons other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller.

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • Power, Authority, Consents The Borrower has the power to execute, deliver and perform this Loan Agreement, the Promissory Note and Pledge Agreement, all of which have been duly authorized by all necessary and proper corporate or other action.

  • Governmental Authority and Licensing The Borrower and its Subsidiaries have received all licenses, permits, and approvals of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of the Borrower, threatened.

  • Outage Authority and Coordination Developer and Connecting Transmission Owner may each, in accordance with NYISO procedures and Good Utility Practice and in coordination with the other Party, remove from service any of its respective Attachment Facilities or System Upgrade Facilities and System Deliverability Upgrades that may impact the other Party’s facilities as necessary to perform maintenance or testing or to install or replace equipment. Absent an Emergency State, the Party scheduling a removal of such facility(ies) from service will use Reasonable Efforts to schedule such removal on a date and time mutually acceptable to both the Developer and the Connecting Transmission Owner. In all circumstances either Party planning to remove such facility(ies) from service shall use Reasonable Efforts to minimize the effect on the other Party of such removal.

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

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