AUTHORITY AND DUE FORMATION Sample Clauses

AUTHORITY AND DUE FORMATION. Holdings II has the requisite power and authority to own its assets and conduct business as and how the same are now owned or conducted and as and how the same will be conducted under the Agreement. Holdings II is duly organized, validly existing and in good standing under the laws of the State of its formation, and the execution, delivery and performance of this Agreement, and when delivered, the other documents contemplated by this Agreement to be executed by Holdings II, as applicable, have been or will have been, when delivered, duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Holdings II in order to consummate the transactions contemplated herein. Neither the execution and delivery of this Agreement, nor the execution and delivery of the documents referenced herein or the incurrence of the obligations set forth herein or therein, nor the consummation of the transactions contemplated herein, conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any loan documents or other evidence of indebtedness, or any contract, lease, permit, or other agreements or instruments to which Holdings II is a party or by which the Property is bound. This Agreement is, and when delivered, the other documents to be executed by Holdings II in connection herewith, will be, legal, valid and binding obligations of Holdings II, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by the effect of bankruptcy and similar laws relating to creditors' rights and the availability of equitable remedies.
Sample 1
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AUTHORITY AND DUE FORMATION. TrizecHahn has the requisite power and authority to own its assets and conduct business as and how the same are now owned or conducted and as and how the same will be conducted under the Agreement. TrizecHahn is duly organized, validly existing and in good standing under the laws of the State of its formation, and the execution, delivery and performance of this Agreement, and when delivered, the other documents contemplated by this Agreement to be executed by TrizecHahn, as applicable, have been or will have been, when delivered, duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of TrizecHahn in order to consummate the transactions contemplated herein. Neither the execution and delivery of this Agreement, nor the execution and delivery of the documents referenced herein or the incurrence of the obligations set forth herein or therein, nor the consummation of the transactions contemplated herein, conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any loan documents or other evidence of indebtedness, or any contract, lease, permit, or other agreements or instruments to which TrizecHahn is a party or by which the Property is bound. This Agreement is, and when delivered, the other documents to be executed by TrizecHahn in connection herewith, will be, legal, valid and binding obligations of TrizecHahn, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by the effect of bankruptcy and similar laws relating to creditors' rights and the availability of equitable remedies.
Sample 1

Related to AUTHORITY AND DUE FORMATION

  • Authority and Duties All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent so provided, by the Board.

  • Authority and Execution It has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken all necessary corporate, partnership or limited liability company, as the case may be, action to authorize the execution, delivery and performance of this Guaranty.

  • Authority and Consents Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any governmental authorities or persons other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller.

  • Authority and Validity 14 4.3. No Breach or Violation............................................14 4.4. Assets............................................................14 4.5.

  • Authority and Purpose Pursuant to 18 V.S.A. § 9410, the GMCB maintains certain health care claims and eligibility data within VHCURES to enable it to carry out its statutory duties, including A. determining the capacity and distribution of existing resources; identifying health care needs and informing health care policy; B. evaluating the effectiveness of intervention programs on improving patient outcomes; C. comparing costs between various treatment settings and approaches; D. providing information to consumers and purchasers of health care; and E. improving the quality and affordability of patient health care and health care coverage. To the extent allowed by HIPAA, the GMCB seeks to make some of this data available as a resource for individuals and entities to continuously review health care utilization, expenditures, and performance in Vermont. The purpose of this Agreement is to specify the conditions under which the GMCB will release VHCURES data, and to ensure that the data is accessed, maintained, used, and disclosed in compliance with all applicable statutory, regulatory, and contractual requirements.

  • AUTHORITY AND PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration, located at 000 X Xxxxxx XX, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "NASA") and Xxxxxx Space Systems, Inc., located at 0000 Xxxxxxxx Xx., Xxxxxx, XX 00000 (hereinafter referred to as "Partner" or "Xxxxxx"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Authority and Duties of Owner Trustee Section 6.01.

  • Authority and Power All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

  • Authority and Duties of the Owner Trustee ACTION BY CERTIFICATEHOLDERS

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