Power; Authority; Enforceability Sample Clauses
The "Power; Authority; Enforceability" clause confirms that each party entering into the agreement has the legal right and capacity to do so, and that the agreement is valid and binding upon them. In practice, this means that the individuals signing have been properly authorized by their respective organizations, and that no laws, regulations, or internal rules are being violated by their participation. This clause serves to ensure that the contract is legally enforceable and that neither party can later claim they lacked the authority to be bound by its terms, thereby reducing the risk of disputes over the validity of the agreement.
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Power; Authority; Enforceability. Each of New B Member and New Holdings has the legal capacity and power to enter into, deliver and perform its obligations under the ECCA Joinder, the Security Agreement Joinder, the ECCA Consent Joinder, the Grantor Supplement and, as of the Funding Date (as defined in the ECCA), the Project LLC Agreement and any other agreement referred to in this Agreement to which New B Member or New Holdings is a party (collectively, the “New Member Agreements”) and has been duly authorized, in accordance with its Organization Documents, to enter into, deliver and perform its obligations under each New Member Agreement. Each New Member Agreement has been duly executed and delivered by New B Member and New Holdings, as applicable, and constitutes the legal valid and binding obligation of New B Member and New Holdings, as applicable, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.
Power; Authority; Enforceability. Each of Seller and each Subsidiary Transferor has the legal capacity and power to enter into, deliver and perform its obligations under this Agreement and has been duly authorized, in accordance with its Organization Documents, to enter into, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the legal valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.
Power; Authority; Enforceability. Such Purchaser has the legal capacity and power to enter into and perform its obligations under this Agreement and has been duly authorized, in accordance with its Organization Documents, to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal valid and binding obligation of such Purchaser, severally enforceable against such Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.
Power; Authority; Enforceability. Each of Seller, each Subsidiary Transferor and Guarantor has the legal capacity and power to enter into, deliver and perform its obligations under this Agreement and has been duly authorized, in accordance with its Organization Documents, to enter into, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by each of Seller and Guarantor and constitutes the legal valid and binding obligation of each of Seller and Guarantor, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.
Power; Authority; Enforceability. The Fiscal Agent has the requisite power, capacity, and authority to execute and deliver this Agreement and the other Grant Documents, to consummate the transactions contemplated by this Agreement and the other Grant Documents, and to observe and to perform this Agreement, the contemplated Beneficiary’s Agreement, and other Grant Documents in accordance with their respective terms and conditions. The officer(s) executing and delivering this Agreement and the other Grant Documents, including the Beneficiary’s Agreement, on behalf of the Fiscal Agent has been and are duly authorized to enter into this Agreement and the other Grant Documents on behalf of the Fiscal Agent. This Agreement constitutes, and each other Grant Document when delivered hereunder will constitute, a legal, valid, and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent in accordance with its terms
Power; Authority; Enforceability. Each of Seller and Guarantor has the legal capacity and power to enter into, deliver and perform its obligations under this Agreement and has been duly authorized, in accordance with its Organization Documents, to enter into, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by each of Seller and Guarantor and constitutes the legal valid and binding obligation of each of Seller and Guarantor, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. As of the Closing Date, B Member will have the legal capacity and power to enter into, deliver and perform its obligations under any agreement referred to in this Agreement to which B Member will be a party as of the Closing Date (collectively, the “B Member Agreements”) and will have been duly authorized, in accordance with its Organization Documents, to enter into, deliver and perform its obligations under each B Member Agreement. As of the Closing Date, each B Member Agreement will have been duly executed and delivered by B Member and will constitute the legal, valid and binding obligation of B Member, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.
Power; Authority; Enforceability. Each of Contributee and Parent has all requisite legal entity power and authority to enter into, execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Transaction Documents by Contributee and Parent and the consummation by Contributee and Parent of the Transactions have been duly authorized by all necessary action on their respective parts, and no other limited liability company or other organizational action or proceeding on the part of Contributee or Parent is necessary to authorize or approve the execution, delivery or performance of this Agreement, the Transaction Documents to which it is a party or the consummation of the Transactions. This Agreement has been duly executed and delivered by Contributee and Parent and each Transaction Document to which Contributee and Parent is a party will be duly executed and delivered by such Party as of the Closing and, assuming the due authorization, execution and delivery hereof by the Contributor, constitutes the legal, valid and binding obligation of Contributee and Parent, enforceable against it in accordance with its terms, except to the extent such enforceability may be subject to the Equitable Exceptions.
Power; Authority; Enforceability. (a) Assuming the due execution and delivery of this Agreement by Buyer, this Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to the enforcement of creditors' rights generally or by principles governing the availability of equitable remedies. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and, subject to obtaining the Consents set forth in Part 3.2 of the Disclosure Letter (the "Required Consents"), to consummate the Contemplated Transactions and to perform its obligations under this Agreement and such action shall not have been rescinded.
(b) Except for the Required Consents, neither Seller nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance by Seller of any of the Contemplated Transactions, except for such notices or Consents the failure of which to obtain or make, individually or in the aggregate, would not (x) have a material adverse effect on the Contemplated Transactions or (y) impair in any material respect the ability of Seller to perform its obligations under this Agreement.
Power; Authority; Enforceability. (a) Assuming the due execution and delivery of this Agreement by Seller, this Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to the enforcement of creditors' rights generally or by principles governing the availability of equitable remedies. Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement, to consummate the Contemplated Transactions and to perform its obligations under this Agreement.
(b) Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
Power; Authority; Enforceability. The Grantee and Beneficiary have the requisite power, capacity, and authority to execute and deliver this Grant Agreement and the other Grant Documents, to consummate the transactions contemplated by this Grant Agreement and the other Grant Documents, and to observe and to perform this Grant Agreement and the other Grant Documents in accordance with their respective terms and conditions. The officers executing and delivering this Grant Agreement and the other Grant Documents on behalf of the Grantee and the Beneficiary have been and are duly authorized to enter into this Grant Agreement and the other Grant Documents on behalf of the Grantee and the Beneficiary. This Grant Agreement constitutes, and each other Grant Document when delivered hereunder will constitute, a legal, valid, and binding obligation of the Grantee and the Beneficiary, enforceable against the Grantee and the Beneficiary in accordance with its terms