Authority Action Clause Samples

The Authority Action clause defines the rights and procedures related to actions or decisions taken by a governing authority that may impact the agreement. Typically, this clause outlines what happens if a government agency, regulator, or other official body issues an order, changes a law, or takes any action that affects the parties' obligations or the feasibility of the contract. For example, if a new regulation prohibits a certain activity covered by the contract, this clause would specify how the parties should respond, such as suspending performance or renegotiating terms. Its core function is to allocate risk and provide a clear process for adapting the agreement in response to external legal or regulatory changes, thereby reducing uncertainty for both parties.
Authority Action. If Lender is determined to be in non-conformance with any Federal or State law or the Authority’s Act, Regulations or Guidelines, or the terms of this Agreement, the Authority may take action in accordance with the Act and the Authority’s Regulations and Guidelines, including refusing to issue further guarantees to Lender or in clear cases of misrepresentation, conflict of interest or serious or repeated nonconformance to the terms of this Agreement or for violations of the Authority’s Act, Regulations or Guidelines, terminate or void the Authority’s guarantee of particular loans affected. Part H - List of Authority Regulations and Guidelines and Designation of Lender Authority To Perform Certain Acts
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Authority Action. The Contractor agrees that it has no real property interests at the Airports and upon Default the Authority may take any action concerning the Premises, the Distribution System, and in connection with the Service Equipment that the Authority deems necessary. The Authority shall not be liable in any way in connection with any action it takes pursuant to this subparagraph.
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Authority Action. Ventura has the authority to enter into ---------------- this Agreement and has taken all corporate and other action necessary to duly and validly authorize its signature and the performance of this Agreement.
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Authority Action. SEI has the authority to enter into this ---------------- Agreement and has taken all corporate and other action necessary to duly and validly authorize its signature and the performance of this Agreement.
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Authority Action. To carry out the acquisition and construction of the Facilities and the financing thereof in accordance with the provisions of the Act, the following actions shall be taken by the Authority: The Authority shall, upon the execution of this Lease Contract, adopt the necessary resolution and proceed to authorize the issuance of the Building Authority Bonds in one or more series in the aggregate principal sum of not to exceed $5,570,000, pursuant to and in accordance with the provisions of the Act, being the amount estimated to defray the cost of the acquisition and construction of the Facilities, together with architects' fees, legal and financing expenses and contingencies, amortized over a period not exceeding 30 years. The Authority shall offer for sale, and take such other legal procedure as may be necessary to sell the Building Authority Bonds. The Authority shall, by resolution, pledge the receipt from the cash rentals herein agreed to be paid by the City, for the payment of principal of and interest on the Building Authority Bonds. The Authority shall enter into and execute contracts for the acquisition and construction of the Facilities in accordance with the plans and specifications approved by the Authority and the City Commission, and no changes in the plans and specifications shall be made without the approval of the City Commission. The contracts shall be in a form approved by the City Commission and no changes in the contracts shall be made without the approval of the City Commission. The construction of the Facilities shall be supervised by the City’s staff. The Authority shall require and secure from any contractor undertaking the construction of the Facilities, necessary and proper bonds to guarantee the performance of said contract in such amount and in such form as may be approved by the City Commission, and such labor and material bonds as are required by law. The Authority shall, immediately upon receipt of the proceeds of the sale of the Building Authority Bonds, comply with all requirements provided for in the resolution relative to the disposition and use of such proceeds.
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Related to Authority Action

  • Authority; Approval (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, subject, in the case of the Merger, to receipt of the Stockholder Approval (if required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board unanimously adopted resolutions (A) determining that this Agreement and the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, are advisable, fair to and in the best interests of the Company and the Stockholders, (B) approving and declaring advisable this Agreement and the transactions contemplated hereby and thereby, including the Offer, the Top-Up Option (including the issuance of the Top-Up Shares) and the Merger, on the terms and conditions set forth herein and therein and in accordance with the requirements of the DGCL, and such approval constitutes approval of this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, including the Offer, the Top-Up Option and the Merger, for purposes of Section 203 of the DGCL, (C) directing that this Agreement be submitted to a vote at the Stockholders Meeting for adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.3) and (D) subject to Section 5.2, recommending that the Stockholders accept the Offer, tender their Shares pursuant to the Offer and vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger if required by applicable Law (such recommendation, the “Company Board Recommendation”), which recommendation constitutes a recommendation and approval of the Company Board for purposes of any Takeover Statutes, and as of the date hereof, none of the aforesaid resolutions have been subsequently rescinded, modified or withdrawn. Assuming the accuracy of the representations and warranties set forth in Section 4.2(f), the Company Board has taken all actions necessary so that Parent and Merger Sub will not be prohibited by any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar takeover statute, including Section 203 of the DGCL (collectively, the “Takeover Statutes”), from consummating the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, in the manner contemplated hereby and to ensure that no Takeover Statute will impose any additional procedural, voting, approval or other restrictions on the timely consummation of the transactions contemplated hereby or restrict, impair or delay the ability of (x) Parent or Merger Sub to engage in any of the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, or the Support Agreement or (y) Parent or Merger Sub, following the Acceptance Time and subject to the other provisions of this Agreement, to vote or otherwise exercise all rights as a stockholder of the Company.

  • Regulatory Action (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination. (b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(l)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If the Employer is in default (as defined in Section 3(x)(l) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.

  • Governing Law, Regulatory Authority, and Rules The validity, interpretation and enforcement of this Agreement and each of its provisions shall be governed by the laws of the state of New York, without regard to its conflicts of law principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, or regulations of a Governmental Authority.

  • Authority, Etc The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of all of its agreements and obligations under the Credit Agreement as amended hereby are within the corporate authority of the Borrower and have been duly authorized by all necessary corporate action on the part of the Borrower.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.