Authority Covenant Clause Samples

An Authority Covenant is a contractual provision in which a party affirms that it possesses the necessary legal power and authorization to enter into and perform its obligations under the agreement. This clause typically requires each party to confirm that all requisite corporate or organizational actions, such as board approvals or shareholder consents, have been obtained prior to signing. By including this covenant, the contract ensures that all parties are legally capable of fulfilling their commitments, thereby reducing the risk of unenforceable agreements due to lack of authority.
Authority Covenant. The Authority shall remit to the County that portion of any payment received under Section 4.4 hereof necessary for the County to pay in full all then outstanding amounts owing under the bonds issued pursuant to Section 36 of the Act. TeamCo shall have no obligation to ensure that the Authority performs the obligation set forth in this Section 4.5.
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Authority Covenant. The Authority shall remit (a) to the County that portion of any payment received under Section 4.4 hereof necessary for the County to pay in full all then outstanding amounts owing under the bonds issued pursuant to Section 34 of the Act and (b) to the State that portion of any payment received under Section 4.4 hereof representing tax credits required to be refunded to the State pursuant to paragraph (g) of subsection 4 of section 32 of the Act. TeamCo shall have no obligation to ensure that the Authority performs the obligation set forth in this Section 4.5.
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Authority Covenant. 3 Section 4.1. Authority Tax Covenant. 3 ARTICLE 5 LIMITED AUTHORITY OBLIGATION 3
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Authority Covenant. ‌ The Authority shall remit (a) to the County or the County's bond trustee that portion of any payment received under Sections 4.4(a)(ii), 4.4(a)(iii) and 4.4(a)(iv) hereof necessary for the County to pay in full all then outstanding amounts owing under the Bonds and any payments received pursuant to Sections 4.4(a)(i) and 4.4(vi) hereof and (b) to the State that portion of any payment received under Section 4.4(a)(v) hereof representing tax credits required to be refunded to the State pursuant to paragraph (g) of subsection 4 of section 32 of the Act. TeamCo shall have no obligation to ensure that the Authority performs the obligations set forth in this Section 4.5.
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Authority Covenant 
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Related to Authority Covenant

  • 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 Data The Contractor shall use the Authority Data only as necessary for the performance of its obligations under this Contract unless otherwise authorised in writing by the Authority.

  • Authority; Effect Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and its subsidiaries shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Authority; No Violation (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, validly and unanimously approved by the Company Board. The Company Board has determined that this Agreement and the Transaction and the other transactions contemplated hereby are advisable and in the best interests of the Company and its stockholders and has directed that this Agreement be submitted to the Company’s stockholders for approval and adoption, and recommended that such stockholders adopt this Agreement, at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Promptly following the organization of Company Virginia Sub, the Company, as the sole shareholder of Company Virginia Sub, will approve the Share Exchange and waive any right to dissent from the Share Exchange for all purposes of Section 13.1-729 et seq. of the VSCA such that the provisions of such sections will not apply to this Agreement, the Transaction or any of the other transactions contemplated hereby and Section 13.1-728.1 et seq. will not apply thereto by virtue of Company Virginia Sub being a party to this Agreement. Except for the affirmative vote of the holders of not less than a majority of the outstanding Company Common Stock, voting together as a single class (the “Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Transaction or the other transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Parent Texas Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transaction or the other transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions of this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 5.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to the Company, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound.