Authority of Original Borrower Sample Clauses

Authority of Original Borrower. Each Original Borrower entity is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and PMZ-Two Rivers, L.L.C. is qualified to transact business in the State of Wisconsin on behalf of each Original Borrower. Dxxxxxx X. Xxxxx is the Vice President of PMZ-Two Rivers, L.L.C., Jxxxx X. Xxxxxx is the President of JPG-Two Rivers, L.L.C., and Lxxxx Xxxxxxxx is the President of AI-Two Rivers, L.L.C. (each an, "Authorized Officer"). The Authorized Officer of each Original Borrower, acting alone without the joinder of any other officer, any manager or any member of each Original Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind each Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by each Original Borrower has been duly and properly authorized pursuant to all requisite limited liability company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to any Original Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of any Original Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which any Original Borrower is a party or by which the Project may be bound or affected.
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Authority of Original Borrower. Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is duly authorized to transact business in the State of California. David Z. Hirsh is a Vice President of Original Borrower. David Z. Hirxx, xxxxxx xxxne, without the joinder of any other managex, xxxxxx xx xfficer of Original Borrower or any other party has the power and authority to execute this Agreement on behalf of and to duly bind Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by Original Borrower has been duly and properly authorized pursuant to all requisite company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the certificate of formation or the operating agreement or any other organizational document of Original Borrower that would materially impair the Project, the status of Original Borrower or its ability to operate its business, or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected that would materially impair the Project or Original Borrower's ability to operate its business.
Sample 1
Authority of Original Borrower. Each Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California. By his/her or their execution of this Agreement, the individual(s) signing this Agreement on behalf of an Original Borrower or on behalf of any entit(ies) signing on behalf of an Original Borrower represent and warrant to Lender, that each such individual(s), acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind such Original Borrower, or in the case of an entity signing on behalf an Original Borrower, duly bind such entit(ies) and such Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by each Original Borrower have been duly and properly authorized pursuant to all requisite limited liability company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Original Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected.
Sample 1Sample 2
Authority of Original Borrower. Original Borrower is a duly ------------------------------ organized, validly existing limited partnership in good standing under the laws of the State of California. Congregate Communities Corporation, a California corporation is the only general partner of Original Borrower ("Original Borrower ----------------- General Partner"). The execution, delivery, and performance of this Agreement --------------- by Original Borrower has been duly and properly authorized pursuant to all requisite partnership action. Original Borrower General Partner acting alone without the joinder of any other partner of Original Borrower or any other party has the power and authority to execute this Agreement on behalf of Original Borrower and to duly bind Original Borrower under this Agreement. The execution, delivery and performance of this Agreement by Original Borrower does not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the limited partnership agreement of Original Borrower or (ii) result in a breach or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected.
Sample 1
Authority of Original Borrower. Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is duly authorized to transact business in the State of Arizona. Xxxxxxx Xxxxxx, as authorized agent of Original Borrower, acting alone without the joinder of any other manager or member of Original Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by Original Borrower has been duly and properly authorized pursuant to all requisite company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the articles of organization or the operating agreement or any other organizational document of Original Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected.
Sample 1
Authority of Original Borrower. 0riginal Borrower is a duly formed, validly existing limited liability company formed and in good standing under the laws of the State of Ohio.
Sample 1
Authority of Original Borrower. Xxxx Xxxxxxxxx, as Chief Restructuring Officer of Original Borrower, acting alone without the joinder of any other manager or member of Original Borrower or any other party, has the power and authority to execute this Assumption Agreement on behalf of and to duly bind Original Borrower under this Assumption Agreement. The execution and delivery of, and performance under, this Assumption Agreement by Original Borrower have been duly and properly authorized pursuant to all requisite limited liability company action and will not, to Original Borrower's actual knowledge and except as previously disclosed in writing to Lender and New Borrower, (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Original Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Property may be bound or affected.
Sample 1
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Authority of Original Borrower 
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Related to Authority of Original Borrower

  • Jurisdiction of Organization During the term of the Receivables, CNHICA will maintain its “location” (as defined in Section 9-307 of the UCC) in one of the States.

  • Certificate of Origin 1. Each Party shall grant preferential tariff treatment in accordance with this Agreement to an originating good imported from the territory of the other Party on the basis of a Certificate of Origin. 2. In order to obtain preferential tariff treatment, an importer shall, in accordance with the procedures applicable in the importing Party, request preferential tariff treatment at the time of importation of an originating good. 3. A Certificate of Origin which certifies that a good being exported from the territory of a Party into the territory of the other Party qualifies as originating shall: (a) be in a printed or electronic format; and (b) be completed in English in conformity with the specimen and the instructions contained therein as set out in Annex 4B, which may be amended by agreement between the Parties. 4. Each Party shall: (a) require an exporter in its territory to complete and sign a Certificate of Origin for any exportation of a good for which an importer may claim preferential tariff treatment upon importation of the good into the territory of the other Party; and (b) provide that where an exporter in its territory is not the producer of the good, the exporter may complete and sign a Certificate of Origin on the basis of: (i) its knowledge that the good qualifies as originating; (ii) its reasonable reliance on the producer's written representation that the good qualifies as originating; or (iii) a completed and signed Certificate of Origin for the good voluntarily provided to the exporter by the producer. 5. A Certificate of Origin, duly completed and signed by an exporter or producer in a Party, may apply to: (a) a single shipment of one or more goods into the territory of the other (b) multiple shipments of identical goods to the same importer within any period specified in the Certificate of Origin, not exceeding 12 months from its date of issuance. Party; or

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to: 8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; 8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business; 8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges; 8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business; 8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership; 8.1.7 prepay, in whole or in part, refinance, amend, mod­ify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to exe­cute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements; 8.1.8 execute any and all other instruments and docu­ments which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership; 8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership; 8.1.10 enter into any kind of activity necessary to, in con­nection with, or incidental to, the accomplishment of the purposes of the Partnership; 8.1.11 invest and reinvest Partnership reserves in short-term instruments or money market funds; 8.1.12 take any and all other action which is permitted under law or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement; and the enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law; 8.1.13 take any and all action required to guarantee the indebtedness of Xxxxxxx Xxxx, Inc and/or its subsidiaries; and 8.1.14 delegate any or all of its authority and powers as manager of the Partnership to the Management Committee.

  • Deposit of original policies The Borrower shall procure that each Owner shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

  • 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 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.

  • Country of Origin 3.3.1 For purposes of this clause, “Origin” means the place where the Goods were mined, grown or produced.

  • Rules of Origin For the purposes of covered procurement, no Party may apply rules of origin to goods or services imported from or supplied by another Party that are different from the rules of origin the Party applies at the same time in the normal course of trade.

  • Preservation of Organization The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.

  • Borrower’s Loan Application Borrower shall be in default if, during the Loan application process, Borrower or any persons or entities acting at the direction of Borrower or with Borrower’s knowledge or consent gave materially false, misleading, or inaccurate information or statements to Lender (or failed to provide Lender with material information) in connection with the Loan. Material representations include, but are not limited to, representations concerning Xxxxxxxx’s occupancy of the Property as Xxxxxxxx’s principal residence.

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