APPROVAL AND PERFORMANCE Sample Clauses

APPROVAL AND PERFORMANCE. The Purchaser is duly organized, validly existing and in current status under the laws of the State of Wisconsin and has the power and authority to enter into this Agreement and perform its obligations hereunder. Newco is duly incorporated, validly existing and in current status under the laws of the State of Delaware and has the power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly approved by all requisite action of the Purchaser and Newco and the Purchaser and Newco have full right, power and authority to enter into EXHIBIT 10.21 this Agreement and to otherwise perform all of its obligations under this Agreement. The performance of this Agreement, by the Purchaser and Newco will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any law, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Purchaser or Newco is a party or by which the Purchaser or Newco are bound, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Purchaser or Newco or the property of the Purchaser or Newco. This Agreement constitutes the valid and legally binding agreement of the Purchaser and Newco enforceable in accordance with its terms.
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Related to APPROVAL AND PERFORMANCE

  • Payment and Performance The Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. The Borrower will cause each other Loan Party to observe, perform and comply with every such term, covenant and condition in any Loan Document.

  • Capacity and Performance (a) During the term hereof, the Executive shall serve the Company as its Vice President and Chief Operating Officer. In addition, and without further compensation, the Executive shall serve as a director of the Company, if so elected by the stockholders of the Company, and shall serve as a director of one or more of the Company’s Affiliates if so elected from time to time.

  • Duties and Performance From time to time during the term of this Agreement, Consultant shall provide such advisory services relating to the Company's financial status and capital structure (the "SERVICES") to Company as Consultant and Company shall agree. In connection with the Services, Consultant may develop and communicate to Company certain business opportunities with entities known to Consultant; the Services may include various types of arrangements, including direct investment into Company.

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Execution and Performance of Agreement The performance of this Agreement by Purchaser will not result in a default of any other agreement to which Purchaser is a party. Purchaser has the authority to enter into this Agreement.

  • PAYMENT AND PERFORMANCE OF LIABILITIES The Borrowers shall pay each payment Liability when due (or when demanded, if payable on demand) and shall promptly, punctually, and faithfully perform each other Liability.

  • Execution, Delivery and Performance The execution, delivery and performance of this Agreement and the documents or instruments required under this Agreement will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the governing instruments of, or any securities issued by, the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage indenture, lease, contract or other agreement, instrument or undertaking.

  • Portfolio Expense and Performance Data The Fund shall provide such data regarding each Portfolio’s expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts. Without limiting the generality of the forgoing, the Fund shall provide the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Variable Contracts (and as otherwise reasonably requested by the Company), but in no event later than 75 calendar days after the close of each Portfolio’s fiscal year:

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