VALIDITY AND AUTHORIZATION; POWER AND AUTHORITY Sample Clauses

VALIDITY AND AUTHORIZATION; POWER AND AUTHORITY. This Agreement and the Related Agreements have been duly authorized, executed and delivered by LLC and constitute (or, in the case of Related Agreements or instruments called for hereby or thereby to be executed by LLC at or before the CLOSING, upon execution will constitute) the legal, valid and binding obligation of LLC enforceable against LLC in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws relating to creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
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VALIDITY AND AUTHORIZATION; POWER AND AUTHORITY. Each Member and Stockholder, as applicable, has full power and authority to consummate the Merger to which it is a party and to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for hereby or thereby to which it is a party. This Agreement and the Related Agreements to which a Stockholder Entity is a party have been duly authorized, executed and delivered by each such Stockholder Entity and constitute (or, in the case of Related Agreements or instruments called for hereby or thereby to be executed by a Stockholder Entity at or before the CLOSING, upon execution will constitute) the legal, valid and binding obligation of such Stockholder Entity enforceable against such Stockholder Entity in accordance with their respective terms.
Sample 1
VALIDITY AND AUTHORIZATION; POWER AND AUTHORITY. Each of the Companies has full power and authority to consummate the Parent Merger and to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for hereby or thereby to which it is a party. The only vote of the holders (the "Members Required Vote") of the Members' Interests that was necessary to approve this Agreement, the Related Agreements, the Parent Merger, and the transactions contemplated hereby was the affirmative vote of the holders of 67% of the Final Percentage Interest (as defined in the operating agreements of LLC and LLC Holdings) of each of LLC Holdings and LLC. No other action by the LLC Parties was necessary to approve this Agreement, the Related Agreements, the Parent Merger, and the transactions contemplated hereby or thereby. This Agreement and the Related Agreements have been duly authorized, executed and delivered by each of the Companies and will constitute (or, in the case of Related Agreements or instruments called for hereby or thereby, to be executed by such Company at or before the Closing, upon execution will constitute) the legal, valid and binding obligation of such Company, enforceable against such Company in accordance with their terms. The Members have full requisite power and authority (or if natural persons, capacity) to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for hereby or thereby to which the Members are a party. This Agreement has been duly executed and delivered by the Members and constitutes (or, in the case of Related Agreements or instruments called for hereby, to be executed by the Members at or before the Closing, will constitute) the legal, valid and binding obligation of the Members, enforceable against the Members in accordance with its terms. The Disclosure Schedule to this Section 6.1(b) sets forth (i) the identity of all of the members of LLC and (ii) their respective ownership of units of Members' Interests. The consent or vote of the Members in favor of the transactions contemplated by this Agreement and the Related Agreements was duly obtained pursuant to the organizational documents of LLC and LLC Holdings and all applicable state law (including Sections 63.130 and 63.487 of the OLLCA), and no right of first refusal or similar restriction on transfer applies to the conversion of the Members' Interests in the Parent Merger or the formation of LLC Holdings and LLC Holdings' acquisition of LLC.
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VALIDITY AND AUTHORIZATION; POWER AND AUTHORITY 
Sample 1

Related to VALIDITY AND AUTHORIZATION; POWER AND AUTHORITY

  • 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.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

  • 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.

  • Power and Authority; Authorization Debtor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Liens and security interests on the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Liens and security interests on the Collateral pursuant to, this Agreement.

  • 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.

  • Capacity and Authority CTF has all requisite corporate or other power and authority to execute and deliver this Guarantee and to perform its obligations hereunder. The execution and delivery by CTF of this Guarantee, and the performance by CTF of its obligations hereunder, have been duly authorized by CTF, and no other corporate or other action on the part of CTF is required. This Guarantee has been duly executed and delivered by CTF and constitutes the valid and binding obligation of CTF, enforceable against CTF 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, affecting the enforcement of creditors’ rights generally.

  • Corporate Power and Authority Each 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.

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

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