ASTER AUTHORITY Sample Clauses

ASTER AUTHORITY. ASTER, and Xxxxxx hereby jointly and severally warrants and represents the following: (i) ASTER and Xxxxxx have the requisite power and authority to execute this Agreement; (ii) ASTER and Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx. (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.
Sample 1
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Related to ASTER AUTHORITY

  • Developer Authority Consistent with Good Utility Practice and this Agreement, the Developer may take whatever actions or inactions with regard to the Large Generating Facility or the Developer Attachment Facilities during an Emergency State in order to (i) preserve public health and safety, (ii) preserve the reliability of the Large Generating Facility or the Developer Attachment Facilities, (iii) limit or prevent damage, and (iv) expedite restoration of service. Developer shall use Reasonable Efforts to minimize the effect of such actions or inactions on the New York State Transmission System and the Connecting Transmission Owner’s Attachment Facilities. NYISO and Connecting Transmission Owner shall use Reasonable Efforts to assist Developer in such actions.

  • Power; Authority It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Proper Authority Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement.

  • EMPLOYER AUTHORITY 5.1 The Employer retains the full and unrestricted right to operate and manage all human resources, facilities, and equipment; to establish functions and programs; to set and amend budgets; to determine the utilization of technology; to establish and modify the organizational structure; to select, direct and determine the number of personnel; to establish work schedules; and to perform any inherent managerial function not specifically limited by this agreement. 5.2 Any term and condition of employment not specifically established or modified by this agreement shall remain solely within the discretion of the Employer to modify, establish, or eliminate.

  • Signing Authority Will the above-named Partner be able to sign contracts on behalf of the Partnership? ☐ Yes ☐ No Partner 2: with a mailing address of . a.) Ownership: %

  • Decision-Making Authority BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Products; provided that such decisions are not inconsistent with the express terms and conditions of this Agreement, including BMS’ diligence obligations set forth in Section 5.1.

  • E1 Authority Data E1.1 The Contractor shall not delete or remove any proprietary notices contained within or relating to the Authority Data.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Arbitrator Authority The arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this Section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition.

  • LEGISLATIVE AUTHORITY Halifax Regional Municipality Charter (HRM Charter), Part VIII, Planning & Development.

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