Powers; Authorization; Binding Nature Sample Clauses

Powers; Authorization; Binding Nature. With respect to this Agreement and any other agreements, certificates, instruments and documents executed and delivered (or to be executed and delivered) by Stratford or its officers pursuant to this Agreement (such agreements, certificates, instruments and documents being the "Stratford Delivered Agreements"): (i) Stratford has the power and authority to execute and deliver this Agreement and Stratford Delivered Agreements and to consummate the transactions contemplated by them and otherwise to comply with or perform its obligations under this Agreement and Stratford Delivered Agreements; (ii) the execution and delivery by Stratford of this Agreement and Stratford Delivered Agreements and the consummation by Stratford of the transactions contemplated by them have been duly authorized by all necessary action on the part of Stratford in compliance with Stratford's articles or certificate of incorporation, as amended, if applicable, its bylaws, as amended, if applicable, and applicable law; (iii) this Agreement and Stratford Delivered Agreements constitute valid and binding agreements of Stratford that are enforceable against Stratford in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws affecting creditors' rights generally and the discretion of the courts in granting equitable remedies; and (iv) the other transfer and assumption instruments included in Stratford Delivered Agreements effectively convey to, and vest in, Dollar the Assets and the Contracts.
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Powers; Authorization; Binding Nature. With respect to this Agreement and any other agreements, certificates, instruments and documents executed and delivered (or to be executed and delivered) by Dollar or its officers pursuant to this Agreement (such agreements, certificates, instruments and documents being the "Dollar Delivered Agreements"): (i) Dollar has the power and authority to execute and deliver this Agreement and Dollar Delivered Agreements and to consummate the transactions contemplated by them and otherwise to comply with or perform its obligations under this Agreement and Dollar Delivered Agreements; (ii) the execution and delivery by Dollar of this Agreement and Dollar Delivered Agreements and the consummation by Dollar of the transactions contemplated by them have been duly authorized by all necessary action on the part of Dollar in compliance with Dollar's articles or certificate of incorporation, as amended, its bylaws, as amended, and applicable law; (iii) this Agreement and Dollar Delivered Agreements constitute valid and binding agreements of Dollar that are enforceable against Dollar in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws affecting creditors' rights generally and the discretion of the courts in granting equitable remedies; and (iv) the assumption instruments included in Dollar Delivered Agreements effectively obligate Dollar to perform the Contracts.
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Powers; Authorization; Binding Nature. With respect to this Agreement, the Ancillary Agreements and all other agreements, instruments, certificates and documents executed and delivered by the Seller pursuant to this Agreement (collectively with this Agreement, the "Seller Delivered Agreements"): (i) the Seller has the power and authority to enter into the Seller Delivered Agreements and to consummate the transactions contemplated by them; (ii) the execution and delivery by the Seller of the Seller Delivered Agreements and the consummation by the Seller of the transactions contemplated by them have been duly authorized by all necessary action on the part of the Seller in compliance with its articles of incorporation and applicable Korean law (provided, that the approval of the shareholders of the Seller to the consummation of the transactions contemplated by the Seller Delivered Agreements will have been obtained prior to the Closing Date); and (iii) the Seller Delivered Agreements constitute valid and binding agreements of the Seller that are enforceable against it in accordance with their respective terms subject to the effect of any applicable Korean Insolvency Statute which generally affects the enforcement of creditors' rights; and (iv) the Purchaser will acquire all right, title and interest to and in the Purchased Assets and the Purchased Shares upon the performance of the Seller Delivered Agreements in accordance with their terms.
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Powers; Authorization; Binding Nature. With respect to this Agreement and any other agreements, certificates, instruments and documents executed and delivered by Seller or its officers pursuant to this Agreement (collectively, the “Seller Delivered Agreements”):
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Powers; Authorization; Binding Nature. With respect to this Agreement and any other agreements, instruments and documents executed and delivered by the Seller pursuant to this Agreement (collectively with this Agreement, the "Seller Delivered Agreements"): (i) the Seller has the power and authority to enter into the Seller Delivered Agreements and to consummate the transactions contemplated by them; (ii) the execution and delivery by the Seller of the Seller Delivered Agreements and the consummation by the Seller of the transactions contemplated by them have been duly authorized by all necessary action on the part of the Seller in compliance with its certificate of incorporation, its bylaws and applicable law; (iii) the Seller Delivered Agreements constitute valid and binding agreements of the Seller that are enforceable against it in accordance with their terms; and (iv) the Seller Delivered Agreements effectively convey to, and vest in, the Purchaser all right, title and interest of the Seller to and in the Purchased Assets.
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Related to Powers; Authorization; Binding Nature

  • Authorization; Binding Effect (a) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Seller.

  • Authorization; Binding Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.

  • Authorization and Binding Effect The execution and delivery by the Company of the Loan Documents to which it is a party, and the performance by the Company of its obligations thereunder, are within its corporate power, have been duly authorized by proper corporate action on the part of the Company, are not in violation of any existing law, rule or regulation of any governmental agency or authority, any order or decision of any court, the Articles of Incorporation or By-Laws of the Company or the terms of any agreement, restriction or undertaking to which the Company is a party or by which it is bound, and do not require the approval or consent of the shareholders of the Company, any governmental body, agency or authority or any other person or entity. The Loan Documents to which the Company is a party, when executed and delivered, will constitute the valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights and except to the extent that general principles of equity might affect the specific enforcement of such Loan Documents.

  • Authority; Binding Nature of Agreements (a) The Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or may become a party.

  • Borrower's Authorization Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

  • Compliance with Law; Authorizations The Company has complied with ----------------------------------- each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("Regulations"), to which the Company's business, operations, assets or properties is subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by it in the conduct of its business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described on Schedule 5.22. ------------- The Company is not in default and has not received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of its business as now or previously conducted.

  • Authorization; No Conflicts; Authority This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s charter or by-laws or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause (A) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except such as may be required under the Act, the rules of the Financial Industry Regulatory Authority (“FINRA”) or state securities or blue sky laws; and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.

  • Authority; Binding Nature of Agreement (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

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