Authority to Execute and Deliver Sample Clauses

Authority to Execute and Deliver. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations.
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Authority to Execute and Deliver. Each Party is authorized to carry on business in each of the jurisdictions where the Fee Lands are situated.
Sample 1
Authority to Execute and Deliver. The person or persons executing this instrument hereby represent(s) and warrant(s) that he, she or they are the duly authorized officer(s), representative(s) or agent(s) of the Seller, and that he, she or they have the power and authority to execute and deliver this instrument on behalf of Seller.
Sample 1
Authority to Execute and Deliver. Pubco and each of the Pubco Shareholders have all power and authority to execute and deliver this Agreement and the Closing Documents (collectively, the “Pubco Documents”) to be signed by Pubco and the Pubco Shareholders, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Pubco Documents by Pubco and the consummation by Pubco of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Pubco is necessary to authorize such documents or to consummate the transactions contemplated hereby. The Pubco Documents when executed and delivered by Pubco as contemplated by this Agreement will constitute valid and binding obligations of Pubco enforceable against it in accordance with their respective terms, except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) as limited by public policy.
Sample 1
Authority to Execute and Deliver. Priveco has all requisite corporate power and authority to execute and deliver this Agreement and the Closing Documents (collectively, the “Priveco Documents”) and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Priveco Documents by Priveco and the consummation of the transactions contemplated hereby have been duly authorized by Priveco’s board of directors. No other corporate or shareholder action is necessary to authorize such documents or to consummate the transactions contemplated hereby. The Priveco Documents when executed and delivered by Priveco as contemplated by this Agreement will be duly executed and delivered by Priveco and will constitute valid and binding obligations of Priveco, enforceable against it in accordance with their respective terms except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) as limited by public policy.
Sample 1
Authority to Execute and Deliver. In the event that any collateral -------------------------------- granted by any Collateral Document is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of the "Collateral Agent" (as defined in the Sharing Agreement) on behalf of the "Creditors" (as defined in the Sharing Agreement). In addition the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations the Sharing Agreement. In furtherance and without limitation of the foregoing, the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of each of the Holders of Secured Obligations to execute the Pledge Agreements to secure the "Secured Obligations" (as defined in the Sharing Agreement) plus, if applicable, the necessary notarial reference deed executed in connection therewith, including the power to: (i) Receive the pledges of shares (Entgegennahme von Verpfandunen von Geschaftsanteilen) in German limited liability companies (GmbHs) under the Pledge Agreements, execute the notarial share pledge agreements (Unterzeichnung notarieller Verpfandungsurkunden) in connection therewith, execute the reference deeds (Unterzeichnung von Bezugsurkunden) in connection therewith, and execute any other document in connection therewith; (ii) Execute other security arrangements in connection with the Pledge Agreements in favor of the "Creditors" (as defined in the Sharing Agreement) including without limitation, pledges of assets other than shares, guarantees, security transfer agreements (Sicherungsubereignungsvertrage) relating to tangible and/or intangible assets and of security assignment agreements relating to claims and receivables (Sicherungsabiretungs-vereinbarungen). The Collateral Agent may act individually or may grant sub-powers of attorney (Untervollmachten) and shall be released from the restrictions set forth in section 181 of the German Civil Code (prohibition to represent several parties in the same transaction, and to represent the person represented in transactions with himself).
Sample 1

Related to Authority to Execute and Deliver

  • Authority to Execute Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such party’s obligations hereunder have been duly authorized. [Signatures on Following Page]

  • Authority to Execute Agreement Each of the Parties represents and warrants that its undersigned representative has been expressly authorized to execute this Agreement for and on behalf of such Party.

  • AUTHORITY TO EXECUTE THIS AGREEMENT Each individual executing this Agreement on behalf of the subrecipient represents and warrants that he or she is duly authorized to execute this Agreement.

  • Authority to Sign Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement.

  • Authority to Bind Each person executing this Stipulated Order in a representative capacity represents and warrants that he or she is authorized to execute this Stipulated Order on behalf of and to bind the entity on whose behalf he or she executes the Stipulated Order.

  • Authority to Sell The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors;

  • Execution and Delivery The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

  • Authority; Execution and Delivery The Company hereby represents and warrants that the Company has full corporate power and authority to enter into this Warrant and to issue Shares in accordance with the terms hereof. The execution, delivery and performance of this Warrant by the Company have been duly and effectively authorized by the Company. This Warrant has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

  • Authority to Execute and Perform Agreement The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.

  • Telecopy Execution and Delivery A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.