ASTER AUTHORITY Sample Clauses

ASTER AUTHORITY. ASTER, and ▇▇▇▇▇▇ hereby jointly and severally warrants and represents the following: (i) ASTER and ▇▇▇▇▇▇ have the requisite power and authority to execute this Agreement; (ii) ASTER and ▇▇▇▇▇▇ have taken all necessary requisite corporate action, including the obtaining of any consent of ASTER required by law to authorize the execution, delivery and performance of the Agreement; (iii) ASTER or ▇▇▇▇▇▇ are not in default under any mortgage, agreement or other instruments to which it is a party or by which it or any of its property may be bound; (iv) execution by ASTER and ▇▇▇▇▇▇ of the Agreement will not conflict with, or result in the breach of, any material agreement to which it is a party; (v) there are no actions, suits or proceedings, pending, or to the best of its knowledge threatened, which would challenge the validity of the propriety of the transactions contemplated by the Agreement or which could reasonably be expected to result in any material adverse change in the business, operations or financial condition of ASTER or ▇▇▇▇▇▇. (vi) ASTER possesses all material licenses, approvals and consents of federal, state and local governments and regulatory authorities as required to conduct properly its business.