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.
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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.
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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.
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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 any entity in Alpha Group is a party or by which any entity in Alpha Group or its assets may be bound involving required payments in any consecutive 12-month period or otherwise representing required annualized costs to Alpha Group of $25,000 or more or representing required aggregate payments by Alpha Group 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 Alpha 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 Alpha Group under any of the Contracts or Authorizations set forth in such Schedule. Alpha Group is not aware of any material default by the other parties to such Contracts or Authorizations.
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 Borrower has obtained all consents and authorizations required pursuant to its Contractual Obligations with any other Person, and shall have obtained all consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, as may be necessary to allow Borrower to lawfully execute, deliver and perform its obligations under the Loan Documents.

  • 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 The parties hereto shall cooperate and use their respective best efforts to make, or cause to be made, all registrations, filings, applications and submissions, to give all notices and to obtain all governmental or other third party consents, transfers, approvals, Orders and waivers necessary or desirable for the consummation of the Contemplated Transactions in accordance with the terms of this Agreement including without limitation the preparation of any SEC Documents required to be filed with the SEC in connection with the transactions contemplated by this Agreement; and shall furnish copies thereof to each other party prior to such filing and shall not make any such registration, filing, application or submission to which Buyer or the Company, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Law. The parties hereto also agree to furnish each other with copies of such filings and any correspondence received from any Governmental Body in connection therewith.

  • 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 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.

  • 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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