Agreements and Authorizations Sample Clauses

Agreements and Authorizations. Schedule 7.19 contains a true and complete list and brief description of all written or oral contracts, agreements, mortgages, obligations, understandings, arrangements, restrictions, and other instruments ("Contracts") to which CAS is a party or by which CAS or its assets may be bound involving required payments in any consecutive 12-month period or otherwise representing required annualized costs to CAS of $50,000 or more or representing required aggregate payments by CAS of $50,000 over the term of any such agreement or arrangement (without regard to the amount of annualized payments or costs). Schedule 7.19 also contains a true and complete list and brief description of all governmental licenses, permits, authorizations and material non-governmental licenses, franchises and agency arrangements necessary to operate the CAS Business as heretofore operated ("Licenses"). True and correct copies of all items set forth on such Schedule have been made available to the Purchaser. Except as disclosed on such Schedule, each such Contract and License is valid, binding in full force and effect. No event has occurred which would constitute (whether with or without notice, lapse of time or the happening or occurrence of any other event) a material default by CAS under any of the Contracts or Licenses set forth in such Schedule. CAS is not aware of any material default by the other parties to such Contracts or Licenses.
Sample 1
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Agreements and Authorizations. Schedule 7.18 contains a true and complete list and brief description of all written or oral contracts, agreements, mortgages, obligations, understandings, arrangements, restrictions, and other instruments (“Contracts”) to which Liberty is a party or by which any entity in Liberty or its assets may be bound involving required payments in any consecutive 12-month period or otherwise representing required annualized costs to Liberty of $25,000 or more or representing required aggregate payments by Liberty of $25,000 over the term of any such agreement or arrangement (without regard to the amount of annualized payments or costs). Schedule 7.18 also contains a true and complete list and brief description of all governmental licenses, permits, authorizations and material non-governmental licenses, franchises and agency arrangements necessary to operate the Liberty Business as heretofore operated (“Authorizations”). True and correct copies of all items set forth on such Schedule have been made available to Jxxxx. Except as disclosed on such Schedule, each such Contract and Authorization is valid, binding in full force and effect. No event has occurred which would constitute (whether with or without notice, lapse of time or the happening or occurrence of any other event) a material default by Liberty under any of the Contracts or Authorizations set forth in such Schedule. Liberty is not aware of any material default by the other parties to such Contracts or Authorizations.
Sample 1
Agreements and Authorizations. SCHEDULE 6.20 contains a true and complete list and brief description of all written or oral contracts, agreements, mortgages, obligations, understandings, arrangements, restrictions, and other instruments ("Contracts") to which GLAS is a party or by which GLAS or its assets may be bound involving required payments in excess of $150,000 by GLAS in any consecutive 12-month period. SCHEDULE 6.20 also contains a true and complete list of all licenses, permits, authorizations, franchises and agency arrangements necessary to operate the GLAS Business as heretofore operated ("Licenses"), except for such Licenses which, if not obtained, would not materially and adversely affect the GLAS Business. True and correct copies of all items set forth on such Schedule have been made available to the Purchaser. Except as disclosed on such Schedule, each such Contract and License is valid, binding in full force and effect. No event has occurred which would constitute (whether with or without notice, lapse of time or the happening or occurrence of any other event) a material default by GLAS under any of the Contracts or Licenses set forth in such Schedule. There is no material default by the other parties to such Contracts or Licenses.
Sample 1
Agreements and Authorizations. All of the material agreements entered into by the Company as of the date of this Agreement are in full force and effect. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a breach or default by the Company under any such agreements. Neither the Company nor the Stockholders are aware of any material default by the other parties to such agreements.
Sample 1

Related to Agreements and Authorizations

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as now being conducted.

  • Filings and Authorizations (a) The Parties will, as promptly as practicable but in any event within 20 days of the date of this Agreement (unless otherwise mutually agreed), make, or cause to be made, all filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

  • 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.

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes 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, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • Organization and Authorization The Investor is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

  • Licenses, Permits and Authorizations The related Mortgagor has represented in the related Mortgage Loan documents that, and to the actual knowledge of the Seller, as of the date of origination of such Mortgage Loan, all material licenses, permits and authorizations then required for use of the related Mortgaged Property by such Mortgagor, the related lessee, franchisor or operator have been issued and were valid and in full force and effect.

  • 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.

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