AUTHORITY OF FIRST FINANCIAL Sample Clauses

AUTHORITY OF FIRST FINANCIAL. This Agreement has been duly ---------------------------- authorized, executed and delivered by First Financial and, subject to the conditions precedent to consummation of the transaction set forth herein, is a valid, legally binding and enforceable obligation of First Financial. Neither the execution, delivery or performance of this Agreement in its entirety, nor the consummation of all of the transactions contemplated hereby, will violate (with or without the giving of notice or the passage of time), be in conflict with, result in a breach of any provision of, or constitute a default under, any provision of law applicable to First Financial, or any agreement or understanding, order, judgment, award, decree, statute, ordinance, regulation or other restriction of any kind or character to which First Financial is a party or by which any of its or their assets or properties is subject or bound. There are no actions, suits, proceedings or claims pending or, to its knowledge, threatened against First Financial, at law or in equity, or before or by any foreign, federal, state, municipal or other government court, department, commission, board, bureau, agency, instrumentality or other person which may result in liability to or of First Financial upon the consummation of the transactions contemplated hereby or which would prevent or delay such consummation.
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AUTHORITY OF FIRST FINANCIAL. This Agreement has been duly executed and delivered by First Financial and, subject to the conditions precedent to Closing of the transactions set forth herein, is a valid, legally binding and enforceable obligation of First Financial. Neither the execution, delivery or performance of this Agreement in its entirety, nor the consummation of all of the transactions contemplated hereby, will violate (with or without the giving of notice or the passage of time), be in conflict with, result in a breach of any provision of, or constitute a default under, any provision of law applicable to First Financial, or any agreement or understanding, order, judgment, award, decree, statute, ordinance, regulation or other restriction of any kind or character to which First Financial is a party or by which any of its or their assets or properties is subject or bound. There are no actions, suits, proceedings or claims pending or, to its knowledge, threatened against First Financial, at law or in equity, or before or by any foreign, federal, state, municipal or other government court, department, commission, board, bureau, agency, instrumentality or other person which may result in liability to or of First Financial upon the consummation of the transactions contemplated hereby or which would prevent or delay such consummation.
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Related to AUTHORITY OF FIRST FINANCIAL

  • 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 of Company The Company has all requisite authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Authority of the Advisor (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Directors over the management of the Company, the Board hereby delegates to the Advisor the authority to take those actions set forth in Section 3.

  • 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 X X. Xxxxxx Securities Inc. Any action by the Underwriters hereunder may be taken by X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, and any such action taken by X.X. Xxxxxx Securities Inc. shall be binding upon the Underwriters.

  • Authority of the Adviser The Adviser shall supervise and manage the investment portfolio of the Fund, and, subject to such policies as the Board of Directors of the Company may determine, direct the purchase and sale of investment securities in the day to day management of the Fund. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Company or the Fund in any way or otherwise be deemed an agent of the Company or the Fund. However, one or more shareholders, officers, directors or employees of the Adviser may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation, as amended, restated or supplemented from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Directors of the Company of its responsibility for and control of the affairs of the Fund.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.

  • 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 of Partners No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

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