Seller Authority Sample Clauses

Seller Authority. On or before the Closing Date, Seller shall deliver to Buyer (a) a certificate of good standing from the Seller’s jurisdiction of organization and (b) a certified copy of resolutions evidencing Seller’s authority to consummate this transaction, in form and substance reasonably satisfactory to Buyer, and any other evidence of Seller’s authority to consummate this transaction as reasonably required by the Title Company to issue the Title Policy.

Seller Authority. Seller has full power, authority, and legal right to execute and deliver this Agreement and to perform and observe the covenants and agreements contained herein.

Seller Authority. I/We hereby certify that I am/we are all the Seller(s) and am/are authorized to transfer the Property and hereby agree to the above terms, and that no other third party consent is necessary or has been omitted to execute this Agreement or convey the property and by signing below hereby agree to the above terms.

Seller Authority. Seller shall have provided evidence satisfactory to (i) the Title Company that all necessary corporate, partnership, trust and limited liability company authority and approvals have been issued and obtained from Seller and (ii) Purchaser that all necessary corporate, partnership, trust and limited liability company authority and approvals have been issued and obtained for or from each of the KBS Guarantors.

Seller Authority. Each Seller shall deliver evidence of organization, existence and authority of such Seller to consummate the Transaction, and the authority of any person executing documents on behalf of such entity reasonably satisfactory to the Title Company.

Seller Authority. Each of the Seller and the Company has the full power, authority and legal right to execute, deliver and perform his or its obligations under this Agreement and to consummate the transactions contemplated herein.

Seller Authority. (a) Each Seller has the requisite power and authority and has full legal capacity necessary to execute, deliver and perform his or its obligations under this Agreement and the Seller Transaction Agreements to which such Seller is a party, and to perform such Seller's obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and at the Closing each of the Seller Transaction Agreements to which such Seller is a party will be, duly and validly executed and delivered to the Purchaser by such Seller. As used herein, "Seller Transaction Agreements" shall mean the Escrow Agreement, the Employment Agreements, the Stock Powers, the Directors' and Officers' Releases and any other documents or agreements executed in connection with the transactions contemplated hereby and thereby. (b) This Agreement constitutes, and at the Closing each of the Seller Transaction Agreements to which such Seller is a party will constitute, a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms; except that such enforcement is subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally and (ii) principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity). (c) If such Seller is married and the Securities constitute community property or otherwise are owned or held in a manner that requires spousal or other approval for this Agreement or the Seller Transaction Agreements to which such Seller is a party to be legal, valid and binding, this Agreement or such Seller Transaction Agreements or another valid instrument has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of such Seller's spouse or the person giving such approval, enforceable against such spouse or person in accordance with its terms.

Seller Authority. Seller has all requisite power and authority to own and operate the Interests, to execute and deliver this Agreement, and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Seller and the Company and the Company Manager and constitute the Seller's, the Company's and the Company Manager's legal, valid and binding obligations, enforceable against such parties in accordance with their terms. The consummation by Seller and the Company of the sale and the issuance, as the case may be, of the Interests is not in violation of, or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of Seller or the Company, or any of the terms of any agreement or instrument to which Seller or the Company is or may be bound, or of any applicable Legal Requirement or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority.

Seller Authority. The execution and delivery of this Agreement and the performance of Seller’s obligations hereunder have been duly authorized by all necessary limited liability company action on the part of Seller, and this Agreement constitutes, and all documents to be executed by Seller which are to be delivered at Closing will be at the time of Closing, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to equitable principles and other principles governing creditors’ rights generally.