Authority; Compliance. Each party represents and warrants that its entry into this Agreement has been duly authorized by all necessary action, is lawful, and does not violate any other agreement to which it is a party. Each party further represents and warrants that its business conduct in performing under this Agreement will conform to all applicable and valid laws, rules, and regulations.
Authority; Compliance. With Other Agreements and Instruments and Government Regulations........................................43 4.3
Authority; Compliance. Allmerica has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. No additional corporate action or Broker-Dealer approval is required to authorize Allmerica to execute and deliver this Agreement or to consummate the transactions contemplated hereby. All data and other information supplied to TFAC by Allmerica was and will be true and correct when supplied and Allmerica will promptly update such data and information in writing to TFAC when it becomes erroneous or misleading.
Authority; Compliance. Client Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly approved and authorized by Client Company's Board of Directors. No additional corporate action is required to authorize Client Company to execute and deliver this Agreement or to consummate the transactions contemplated hereby. All of the prospectuses, policies, literature, advertising and other materials and forms heretofore or hereafter provided to FAS by Client Company
Authority; Compliance. Borrower (i) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, and (ii) is in compliance in all material respects with all applicable Laws in all jurisdictions in which Borrower is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change. No Event of Default or Potential Default exists or is continuing.
Authority; Compliance. Each Party represents and warrants that (i) it has been duly authorized by all necessary action on the part of such Party and its respective officers and directors to enter into this Agreement and that it is not aware of any impediment that would inhibit its ability to perform its obligations hereunder; and (ii) no transactions or dealings under this Agreement shall be conducted with or for an individual or entity that is designated as the target of any sanctions, restrictions or embargoes administered by the United Nations, European Union, United Kingdom or the United States of America.
Authority; Compliance. Seller has full power and authority to hold each of the Licenses and is qualified under FCC Rules and other Laws to assign the Licenses, subject to obtaining FCC Consent. Seller has complied in all material respects with all Laws that are applicable to each of the Licenses and performed all obligations that were required to be performed under the Licenses up until Closing and under all Laws. Seller has made all regulatory filings and filed all reports and applications required to own each of the Licenses, and paid all fees and assessments imposed by any Governmental Entity with respect to the Licenses, and all such filings and the calculation of such fees are accurate and complete in all material respects.
Authority; Compliance. With Other Agreements and Instruments and Government Regulations 4.3 No Governmental Approvals Required 4.4 Significant Subsidiaries 4.5 Financial Statements 4.6 No Other Liabilities; No Material Adverse Effect 4.7 Title to Property 4.8 Litigation 4.9 Binding Obligations 4.10 No Default 4.11 ERISA 4.12 Regulations T, U and X; Investment Company Act 4.13 Disclosure 4.14 Tax Liability 4.15 Projections 4.16 Hazardous Materials 4.17 Gaming Laws 4.18 Year 2000 Compliance 4.19
Authority; Compliance. With Other Agreements and Instruments and Government Regulations 39 4.3 No Governmental Approvals Required 39 4.4 Subsidiaries 40 4.5 Financial Statements 40 4.6 No Other Liabilities; No Material Adverse Changes 40 4.7 Title to Property 40 4.8 Intangible Assets 40 4.9 Public Utility Holding Company Act 40 4.10 Litigation 40 4.11 Binding Obligations 41 4.12 No Default 41 4.13 ERISA 41 4.14 Regulations T, U and X; Investment Company Act 41 4.15 Disclosure 41 4.16 Tax Liability 41 4.17 Projections 41 4.18 Hazardous Materials 42 4.19 Developed Properties 42 4.20 Gaming Laws 42 4.21 Security Interests 42 4.22 Parent's Deposit and Other Accounts 42 ARTICLE 5 NEGATIVE COVENANTS OF BORROWERS 43 5.1 Fixed Charge Coverage 43 5.2 Borrowers Funded Debt Ratio 43 5.3 New Capital Stock 43 ii ARTICLE 6 AFFIRMATIVE COVENANTS 44 6.1 Payment of Taxes and Other Potential Liens 44 6.2 Preservation of Existence 44 6.3 Maintenance of Properties 44 6.4 Maintenance of Insurance 44 6.5 Compliance With Laws 44 6.6 Inspection Rights 44 6.7 Keeping of Records and Books of Account 44 6.8 Compliance With Agreements 45 6.9 Use of Proceeds 45 6.10 Hazardous Materials Laws 45 6.11 Construction Monitoring 45 6.12 Additional Borrowers 45 6.13 Additional Collateral 45 6.14 Designated Senior Indebtedness 46 ARTICLE 7 GENERALLY APPLICABLE NEGATIVE COVENANTS 47 7.1 Payment of Certain Obligations 47 7.2 Disposition of Property 48 7.3 Mergers 48 7.4 Hostile Acquisitions 48 7.5 Distributions 48 7.6 ERISA 48 7.7 Change in Nature of Business 49 7.8 Liens and Negative Pledges 49 7.9 Indebtedness and Guaranty Obligations 49 7.10 Transactions with Affiliates 50 7.11 Parent Funded Debt Ratio 50 7.12 Capital Expenditures Generally 50 7.13 Investments 51 7.14 Amendments to Other Financial Instruments 51 7.15 Prepayments 51 7.16 Basket Expenditures 51 iii ARTICLE 8 INFORMATION AND REPORTING REQUIREMENTS 52 8.1 Financial and Business Information 52 8.2 Compliance Certificates 54 ARTICLE 9 CONDITIONS 55 9.1 Initial Advances, Etc. 55 9.2 Any Advance 56 ARTICLE 10 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT 57 10.1 Events of Default 57 10.2 Remedies Upon Event of Default 58 ARTICLE 11 THE ADMINISTRATIVE AGENT 60 11.1 Appointment and Authorization 60 11.2 Delegation of Duties 60 11.3 Liability of Administrative Agent 60 11.4 Reliance by Administrative Agent 60 11.5 Notice of Default 61 11.6 Credit Decision; Disclosure of Information by Administrative Agent 61 11.7 Indemnification of Administrative Agent...
Authority; Compliance. It is recognized that the Authority must comply with all applicable laws and with all administrative regulations promulgated by the U.S. Department of Housing and Urban Development, pursuant to the Annual Contributions and Administration Contracts between it and the Authority.
