Authorisations and Binding Obligations Sample Clauses

Authorisations and Binding Obligations. (a) Each Obligor is duly incorporated and validly existing as a corporation or company with limited liability under the laws of its jurisdiction of incorporation. No Obligor’s shares are publicly traded. (b) Each Obligor has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under the Finance Documents. (c) Each Obligor has obtained all necessary Authorisations in connection with the execution, delivery and performance of the Finance Documents and in order to lawfully comply with its obligations thereunder, and in respect of the Investment, and all such Authorisations are in full force and effect and admissible in evidence. (d) The execution and delivery of, the performance of each Obligor’s obligations under and compliance with the provisions of the Finance Documents do not and will not contravene or conflict with: (i) any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; (ii) any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Finance Documents; or (iii) any provision of its constitutional documents. (e) The obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.
Sample 1Sample 2See All (6)
Authorisations and Binding Obligations. (a) The Guarantor is a corporation, duly incorporated and validly existing under the laws of the State of Delaware. (b) Each Obligor, other than the Guarantor, is duly incorporated and validly existing as a company with limited liability under the laws of its jurisdiction of incorporation. (c) No Obligor’s shares are publicly traded with the exception of the shares of the Guarantor. (d) Each Obligor has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under the Finance Documents. (e) Each Obligor has obtained all necessary Authorisations in connection with the execution, delivery and performance of the Finance Documents and in order to lawfully comply with its obligations thereunder, and in respect of the Investment, and all such Authorisations are in full force and effect and admissible in evidence. (f) The execution and delivery of, the performance of each Obligor’s obligations under, and compliance with the provisions of, the Finance Documents do not and will not contravene or conflict with: (i) subject to the Legal Reservations, any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; (ii) any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Finance Documents; or (iii) any provision of its constitutional documents. (g) The obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are, subject to the Legal Reservations, legal, valid, binding and enforceable obligations.
Sample 1
Authorisations and Binding Obligations. (a) It is duly incorporated and validly existing as a company with limited liability under the laws of France.
Sample 1Sample 2
Authorisations and Binding Obligations. (a) It is duly incorporated and validly existing as a public listed company with limited liability under the laws of Germany. (b) It has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under the Agreement. (c) It has obtained all necessary authorisations in connection with the execution, delivery and performance of the Agreement and in order to lawfully comply with its obligations thereunder and all such authorisations are in full force and effect and admissible in evidence. (d) The execution and delivery of, the performance of its obligations under and compliance with the provisions of the Agreement do not and will not contravene or conflict with: (i) any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; (ii) any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Agreement; or (iii) any provision of its constitutional documents. (e) The obligations expressed to be assumed by the Obligor in the Agreement are legal, valid, binding and enforceable obligations.
Sample 1Sample 2
Authorisations and Binding Obligations. (i) It is duly incorporated and validly existing as a corporation under the laws of its jurisdiction of incorporation. (ii) Its place of incorporation or establishment is not (a) a jurisdiction classified by any Lead Organisation as being weakly regulated and/or weakly supervised and/or non-transparent and/or uncooperative or any equivalent classification used by any Lead Organisation, in connection with activities such as money laundering, financing of terrorism, tax fraud and tax evasion or harmful tax practices, and/or (b) a jurisdiction that is blacklisted by any Lead Organisation in connection with such activities.1 (iii) It has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under this Guarantee Agreement. (iv) It has obtained all necessary Authorisations in connection with the execution, delivery and performance of this Guarantee Agreement and in order to lawfully comply with its obligations thereunder, and in respect of the Investment, and all such Authorisations are in full force and effect and admissible in evidence. (v) The execution and delivery of, the performance of its respective obligations under and compliance with the provisions of this Guarantee Agreement do not and will not contravene or conflict with: (A) any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; ________________________ 1 Relevant jurisdictions may be identified on the basis of lists of Lead Organisations, as such lists are updated, amended or supplemented from time to time, including: jurisdictions with strategic deficiencies in the area of AML-CFT as identified by FATF (hxxx://xxx.xxxx-xxxx.xxx/xxxxxxxxx/#high-risk); jurisdictions listed “partially compliant”, “provisionally partially compliant” or “non-compliant” in the OECD Global Forum progress reports/ Global Forum rating (hxxx://xxx.xxxx.xxx/xxx/transparency/GFratings.pdf; hxxx://xxx.xxxx.xxx/xxx/transparency/exchange-of-information-on-request/ratings/); jurisdictions identified in EU delegated regulation 2016/1675 of 14.7.2016 supplementing Directive (EU) 2015/849 as high-risk third countries with strategic deficiencies (hxxx://xxx-xxx.xxxxxx.xx/xxxxx-content/EN/TXT/?uri=CELEX%3A32016R1675); and jurisdictions included in the EU list of non-cooperative jurisdictions for tax purposes (hxxxx://xx.xxxxxx.xx/xxxxxxxx_xxxxxxx/tax-common-eu-list_en). (B) any ag...
Sample 1
Authorisations and Binding Obligations. (a) It is duly incorporated and validly existing as a company with limited liability under the laws of France. (b) It has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under the Finance Documents. (c) It has obtained all necessary Authorisations in connection with the execution, delivery and performance of the Finance Documents and in order to lawfully comply with its obligations thereunder, and in respect of the Investment, and all such Authorisations are in full force and effect and admissible in evidence. (d) The execution and delivery of, the performance of its obligations under and compliance with the provisions of the Finance Documents do not and will not contravene or conflict with: (i) any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; (ii) any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Finance Documents; or (iii) any provision of its constitutional documents. (e) The obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.
Sample 1
Authorisations and Binding Obligations. (i) It is not a “company in violation” (“hevrah meferah”) as defined in Section 362A of the Israeli Companies Law, 1999 and it has not received any warning that it will be registered as such. (ii) Its place of incorporation or establishment is not (a) a jurisdiction classified by any Lead Organisation as being weakly regulated and/or weakly supervised and/or non-transparent and/or uncooperative or any equivalent classification used by any Lead Organisation, in connection with activities such as money laundering, financing of terrorism, tax fraud and tax evasion or harmful tax practices, and/or (b) a jurisdiction that is blacklisted by any Lead Organisation in connection with such activities.1 (iii) The execution and delivery of the Guarantee Agreement and the performance and compliance with its respective duties under this Guarantee Agreement do not and will not cause any representations made pursuant to this Article 5.01 to be untrue.
Sample 1
Authorisations and Binding Obligations. (a) It is duly incorporated and validly existing as a company with limited liability under the laws of Israel. (b) It has the power to carry on its business as it is now being conducted and to own its property and other assets, and has the power to execute, deliver and perform its obligations under the Finance Documents and it has taken all necessary action to authorise its execution, delivery and performance of the Finance Documents and the transactions contemplated by the Finance Documents. (c) It is not a company in breach (“hevra meferah”) as such term is defined in the Israeli Companies Law and neither has it received notice that it is expected to be registered as such.
Sample 1

Related to Authorisations and Binding Obligations

  • Authorization; Binding Obligations The Servicer has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Servicer is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Servicer is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a party. This Agreement and the other Transaction Documents to which the Servicer is a party constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

  • Valid and Binding Obligations This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.

  • Valid and Binding Obligation This Agreement constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable federal or state securities laws.

  • Authority and Binding Obligation (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “Seller Documents”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.