Authority; Enforceability; Corporate and Other Proceedings Sample Clauses

Authority; Enforceability; Corporate and Other Proceedings. The Company has the requisite trust power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby, and this Agreement has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery by each Existing Holder) constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors and (ii) general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.
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Authority; Enforceability; Corporate and Other Proceedings. Each Existing Holder has the requisite power and authority to execute and deliver this Agreement and to carry out transactions contemplated hereby, and this Agreement has been duly authorized, executed and delivered by the Existing Holder and (assuming the due authorization, execution and delivery by the Company) constitutes the legal, valid and binding obligation of the Existing Holder, enforceable against such holder in accordance with its terms, except as the enforceability thereof may be subject to or limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors and (b) general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.
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Authority; Enforceability; Corporate and Other Proceedings. (i) Centerline has the requisite trust power and authority to execute and deliver this Agreement and to carry out the Reclassification and the other transactions contemplated hereby, and this Agreement has been duly authorized, executed and delivered by Centerline and (assuming the due authorization, the execution and delivery by the Related Parties) constitutes the legal, valid and binding obligation of Centerline, enforceable against Centerline in accordance with its terms, except as the enforceability thereof may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors and (ii) general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.
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Authority; Enforceability; Corporate and Other Proceedings. The Related Parties have the requisite power and authority (i) to execute and deliver this Agreement, (ii) to consent to the 11% COD Amendment, (iii) to consent to the SPV COD Amendment, (iii) to consent to the CCC Operating Agreement Amendment and (iv) to carry out the Reclassification and the other transactions contemplated hereby, and this Agreement has been duly authorized, executed and delivered by the Related Parties and constitutes the legal, valid and binding obligation of the Related Parties, enforceable against the Related Parties in accordance with its terms, except as the enforceability thereof may be subject to or limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors and (b) general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.
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Authority; Enforceability; Corporate and Other Proceedings. Each of the Existing Holders other than Messrs. Xxxx, Blau and Xxxx has the requisite power and authority to execute and deliver this Agreement and to carry out transactions contemplated hereby, and this Agreement has been duly authorized, executed and delivered by each of the Existing Holders and (assuming the due authorization, execution and delivery by the Company) constitutes the legal, valid and binding obligation of each of the Existing Holders, enforceable against each such holder in accordance with its terms, except as the enforceability thereof may be subject to or limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors and (b) general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.
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Authority; Enforceability; Corporate and Other Proceedings. The Holder has the requisite power and authority (i) to execute and deliver this Agreement, and (ii) to carry out the Redemption and the other transactions contemplated hereby, and this Agreement has been duly authorized, executed and delivered by the Holder and constitutes the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except as the enforceability thereof may be subject to or limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors and (b) general equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.
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Authority; Enforceability; Corporate and Other Proceedings. (i) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby.
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Authority; Enforceability; Corporate and Other Proceedings. (i) The Consultant has the requisite power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby.
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Related to Authority; Enforceability; Corporate and Other Proceedings

  • Corporate and Other Proceedings All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent;

  • Litigation and Other Proceedings Except as disclosed in the SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any subsidiary, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which could result in a Material Adverse Effect.

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Government and Other Consents No consent, order, authorization, qualification, or approval of, or exemption by, or filing with any governmental, public, or regulatory body or authority is required in connection with the execution, delivery and performance by Purchaser of this Agreement.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Government and Other Approvals No approval, consent, exemption or other action by, or notice to or filing with, any governmental authority is necessary in connection with the execution, delivery or performance of the Loan Documents required hereunder.

  • Attorney’s Fees and Other Expenses to Enforce Agreement In the event that the Indemnitee is subject to or intervenes in any action, suit or proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee, if he/she prevails in whole or in part in such action, shall be entitled to recover from the Company and shall be indemnified by the Company against any actual expenses for attorneys’ fees and disbursements reasonably incurred by the Indemnitee.

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Borrower obtains knowledge thereof) telephonic and written notice of:

  • Definitions and Other Provisions of General Application SECTION 101.

  • Due Formation of Corporate and Other Buyers If the Buyer(s) is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Convertible Debentures and is not prohibited from doing so.

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