Authority of Licensee Sample Clauses

Authority of Licensee. Licensee shall not have nor shall it represent itself as having any authority to make contracts in the name of or binding upon CAI. Licensee further represents and warrants that the person designated as the contact person on page one of this Agreement is fully authorized to sign this Agreement and to legally bind Licensee.
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Authority of Licensee. This Agreement does not constitute Licensee as FPC's general or special agent and does not (i) create a joint venture or apply to confer any status, power or authority upon Licensee other than is expressly set forth herein; or (ii) give Licensee the right to enter into a Contract on FPC's account or to bind FPC, other than as expressly set forth herein.
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Authority of Licensee. The Licensee represents and warrants to the City that it is validly established and in good standing under the laws of the Province of British Columbia, that it has full authority to enter into this Agreement and to carry out the actions contemplated herein, that all resolutions and other preconditions to validity have been validly adopted, and that those signing this Agreement on its behalf are authorized to bind the Licensee by their signatures.
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Authority of Licensee. Licensee has full power and authority to enter into this Agreement and the Ancillary Documents to which Licensee is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Licensee of this Agreement and any Ancillary Document to which Licensee is a party, the performance by Licensee of its obligations hereunder and thereunder and the consummation by Licensee of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Licensee. This Agreement has been duly executed and delivered by Licensee, and (assuming due authorization, execution and delivery by Licensor) this Agreement constitutes a legal, valid and binding obligation of Licensee enforceable against Licensee in accordance with its terms. When each Ancillary Document to which Licensee is or will be a party has been duly executed and delivered by Licensee (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Licensee against it in accordance with its terms.
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Authority of Licensee. Licensee agrees and represents that Licensee --------------------- has the authority to execute, deliver and perform its obligations under this Agreement, having obtained all required Board of Directors or other consents, and is duly organized or formed and validly existing in good standing under the laws of the state of its incorporation or formation.
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Authority of Licensee. This License grants permission to Licensee to engage in specified activities at the Fairgrounds, including making arrangements to access the Fairgrounds to set up for a scheduled event and clean-up activities after the event date. This License is non-transferrable. During the scheduled event date(s), the Licensee shall have the right to refuse admission to an event attendee for any non-discriminatory reason and/or to revoke permission for an event attendee to remain on the premises subject to this License. At all times, the Licensor (its officials, employees and agents) has the right to access the Fairgrounds.
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Authority of Licensee. If LICENSEE is a corporation, each individual executing this License on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this License on behalf of said corporation, in accordance with the by-laws of said corporation, and that this License is binding upon said corporation.
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Authority of Licensee. 46.1 The Licensee hereby represents and warrants to Digital Programa that the Licensee has taken all necessary steps and has the full power, authority and capacity to enter into this Agreement, and that the person(s) signing this Agreement on behalf of the Licensee are the duly authorized signatories of the Licensee for that purpose, and that their signatures once affixed hereto bind the Licensee to this Agreement.
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Authority of Licensee. LICENSEE has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. LICENSEE has taken all action required by Law, its organizational documents, or otherwise to be taken by it to authorize the execution and delivery of this Agreement by LICENSEE and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by LICENSEE and, when duly authorized, executed and delivered by ATHLON, will constitute a legal, valid and binding obligation of LICENSEE enforceable against it in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.
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Related to Authority of Licensee

  • Governmental Authority and Licensing The Borrower and its Subsidiaries have received all licenses, permits, and approvals of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of the Borrower, threatened.

  • 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 of Manager (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04. (b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. (c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

  • 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 PARTIES 5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another for any purpose or in any form whatsoever. 5.2 Neither Party shall be entitled to, or have the power or authority to: a) enter into an agreement in the name of the other; or b) give any warranty, representation or undertaking on the other's behalf; or c) create any liability against the other or bind the other’s credit in any way or for any purpose whatsoever.

  • Authority of Contractor The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company.

  • E1 Authority Data E1.1 The Contractor shall not delete or remove any proprietary notices contained within or relating to the Authority Data.

  • Contracting authority The contracting authority of this public contract is Enabel, the Belgian development agency, public-law company with social purposes, with its registered office at Xxx Xxxxx 000, 0000 Xxxxxxxx xx Xxxxxxx (enterprise number 0264.814.354, RPM/RPR Brussels). Enabel has the exclusive competence for the execution, in Belgium and abroad, of public service tasks of direct bilateral cooperation with partner countries. Moreover, it may also perform other development cooperation tasks at the request of public interest organisations, and it can develop its own activities to contribute towards realisation of its objectives. For this procurement contract, Xxxxxx is represented by person(s) who shall sign the award letter and are mandated to represent the organisation towards third parties.

  • Authority to Use Attachment B of each Approved Service Order will state whether or not the Consultant can use subconsultants to provide any part of the Work. If Attachment B does not authorize the Consultant to use subconsultants, then the Director’s prior written approval is required for the Consultant to use a subconsultant to perform any part of the Work.

  • Authority; No Conflict (a) Parent and Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

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