Authority and Approvals. Certified copies of the resolutions of the Board of Directors of the Company (or equivalent documents) authorizing and approving this Agreement, the other Loan Documents to which it is a party and the transactions contemplated hereby and thereby and certified copies of all documents evidencing all necessary corporate action and all other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to this Agreement and the other Loan Documents to which it is a party;
Authority and Approvals. The Seller has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly executed and delivered by the Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.
Authority and Approvals. Certified copies of resolutions of the Board of Directors of each Borrower and of the Guarantor (or equivalent documents) authorizing and approving this Amendment and Restatement and the Notes (if any), authorizing Borrowings under the Amended and Restated Credit Agreement in an aggregate principal amount up to $750,000,000 at any one time outstanding, and certified copies of all documents evidencing other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes (if any).
Authority and Approvals. Vendor represents that: (a) it is a corporation duly formed and in good standing under the laws of the State of Delaware; (b) it is qualified and registered to transact business in the County and all locations where the performance of its obligations hereunder would require such qualification; (c) it has all necessary rights, powers, and authority to enter into and perform under this Agreement; (d) the execution, delivery, and performance of this Agreement by Vendor have been duly authorized by all necessary corporate action; (e) the individual executing this Agreement on behalf of and for Vendor is an authorized agent of Vendor who has actual authority to bind Vendor to each and every Section and obligation of this Agreement and that all requirements of Vendor have been fulfilled to bestow such actual authority upon such individual; (f) following execution of this Agreement by Vendor (and assuming the due execution of this Agreement by County), this Agreement will constitute the legal and binding obligation of the Vendor enforceable in accordance with its terms; (g) the execution and performance of this Agreement by Vendor shall not violate any domestic law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor is a party or by which it is bound; (h) it has, and covenants that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services and Deliverables, and develop and implement the Systems, as contemplated by this Agreement; and (i) that Vendor owns or leases, and covenants that it shall own or lease, or have the right to use, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of Vendor’s lenders, appropriate right, title, or interest in and to the tangible property that Vendor intends to use or uses to provide the Services and Deliverables and to develop and implement the Systems in accordance herewith. Vendor covenants that it shall use all commercially reasonable efforts to obtain, and cooperate with and assist the County in obtaining, any clearances and approvals of the County’s End Users that are necessary to permit the new Vendor Personnel to continue working on such End Users’ projects on and after the applicable Service Commencement Date, except that the County shall be responsible for any costs associated with obtaining such clearances and approvals.
Authority and Approvals. The Seller has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary on their part to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly executed and delivered by the Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies. The Shares are duly authorized, validly issued, fully paid and non-assessable. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, the Shares will be transferred in compliance in all material respects with all applicable federal and state securities laws and the rules.
Authority and Approvals. Certified copies of resolutions of the Board of Directors of each Borrower and of the Guarantor (or equivalent documents) authorizing and approving this Second Amendment and Restatement, authorizing Borrowings under the Second Amended and Restated Credit Agreement in an aggregate principal amount up to $1,000,000,000 at any one time outstanding, and certified copies of all documents evidencing other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to this Second Amendment and Restatement and the Guaranty Amendment No. 1.
Authority and Approvals. Certified copies of the resolutions of the Board of Trustees of the trust relating to each Borrower (or equivalent documents) authorizing and approving this Agreement, other than any documents which solely change the name of a Borrower or create a Borrower.
Authority and Approvals. Certified copies of the resolutions of the Board of Directors of the Subsidiary Guarantor (or equivalent documents) authorizing and approving the Subsidiary Guaranty and the transactions contemplated thereby and certified copies of all documents evidencing all necessary corporate action and all other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to the Subsidiary Guaranty;
Authority and Approvals. As of the Effective Date, County represents that: (a) it is a political subdivision of the State of California duly organized and existing under the Constitution and laws of the State of California; (b) it has all requisite rights, powers, and authority to enter into and perform its obligations under this Agreement;
Authority and Approvals. Buyer shall have obtained all licenses, permits, certificates, approvals and other authorizations from the appropriate governmental agencies that are necessary to operate the Park Place Retirement Community as a retirement apartment facility, including but not limited to the DSHS Medicaid Contract. In the event State of Washington and/or other applicable authorities does not issue by the time of Closing all such licenses and permits which are necessary to own and operate the assets and carry out the business of Park Place Retirement Community, and Buyer has timely made all such applications and diligently pursued obtaining such licenses and permits, Buyer may terminate this Agreement, the Xxxxxxx Money shall be returned to Buyer, and this Agreement shall be null and void.
