Authority of the Companies. 13.1 You hereby irrevocably authorize us to act on all Requests received by us from you (or purportedly from you) through the Account and to hold you liable in respect thereof, notwithstanding that any such requests are not authorized by you or are not in accordance with any existing mandates given by you.
13.2 If you request us to cancel any transaction or instruction after a Request has been received by us from you, we may at our absolute discretion cancel such transaction or instruction but shall have no obligation to do so.
13.3 We shall be entitled to accept and to act upon any Request, even if that Request is otherwise for any reason incomplete or ambiguous if, in its absolute discretion, we believe that it can correct the incomplete or ambiguous information in the Request without any reference to you being necessary.
13.4 We are authorized to effect such orders in respect of your Account as may be required by any court order or competent authority or agency under the applicable laws.
13.5 In the event of any conflict between any terms of any Request received by us from you and this Agreement, the Terms of this Agreement shall prevail.
Authority of the Companies. The execution, delivery, and performance by the Borrower of this Agreement and the Notes, and by each Company of each of the other Financing Documents to which it is or will be a party: (i) have been duly authorized by all necessary action, corporate or otherwise; (ii) will not violate any applicable regulation or ruling of any Governmental Authority; and (iii) will not breach, or result in the imposition of any Lien upon any of its assets (except as permitted by Section 7.01) under, any of its Charter Documents or any agreement or other requirement by which it or any of its properties may be bound or affected. The execution and delivery by the Borrower of this Agreement and the Notes, and by each Company of each of the other Financing Documents to which it is or will be a party will cause each such respective instrument to constitute a legal, valid, and binding obligation of such Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Except for consents referred to in Section 3.10, no consent of any other Person, including shareholders of either Company (except for the Shareholders of IL, which consent has been obtained and is in full force and effect) is required in connection with the execution, delivery, performance, validity, or enforceability of any of the Financing Documents. Subject to Section 7.01(d), the obligations of the Borrower hereunder and under the Notes will rank not less than pari passu with all of the Borrower’s other Indebtedness and obligations, and the Borrower shall cause the obligations of IL under the Downstream Loans to rank not less than pari passu with all of IL’s other Indebtedness and obligations.
Authority of the Companies. (a) Each Company has all necessary corporate power and authority to own, operate or lease the assets owned, operated or leased by it and to carry on its Business as it has been and is currently conducted.
(b) Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary, which jurisdictions are listed on Schedule 3.2.
(c) Neither Company has taken any action that in any respect materially conflicts with, constitutes a material default under, or results in a material violation of, any provision of its articles of incorporation or bylaws. True and correct copies of the articles of formation, the operating agreement and any similar organizational documents for SPEC and the articles of incorporation and bylaws of KWJ, each as in effect on the date hereof, have been delivered by the Companies to the Buyer.
Authority of the Companies. This Agreement was entered into by CN Xxxxxxxxx II LLC and CN Xxxxxxxxx III LLC pursuant to authority granted by their Directors to Xxxxxx Xxxxxxx to execute this Agreement on their behalf. Witness my hand this day of , 2020. CITY OF RICHLAND HILLS, TEXAS By: Xxxxxxx Xxxxxxxxx, City Manager ATTEST: Xxxxx Xxxxx, City Secretary STATE OF TEXAS ' COUNTY OF TARRANT ' Before me, the undersigned authority, on this day personally appeared Xxxxxxx Xxxxxxxxx, who after first being by me duly sworn, acknowledged and stated the witness has executed the above and foregoing document for the purposes and consideration therein expressed, and in the capacity therein expressed, and with full authority to so act, on this, the day of Notary Public in and for the State of Texas My commission expires: Witness my hand this day of , 2020. CN Xxxxxxxxx II LLC By: Xxxxxx Xxxxxxx Its: STATE OF TEXAS ' COUNTY OF TARRANT ' Before me, the undersigned authority, on this day personally appeared Xxxxxx Xxxxxxx, who after first being by me duly sworn, acknowledged and stated the witness has executed the above and foregoing document for the purposes and consideration therein expressed, and in the capacity therein expressed, and with full authority to so act, on this, the
Authority of the Companies. Each of the Companies has all necessary power and authority and has taken all action necessary to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder and no other proceedings on the part of either of the Companies are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Companies and constitutes a legal, valid and binding obligation of the Companies enforceable against the Companies in accordance with its terms.
Authority of the Companies. Each of the Companies has full power and authority to enter into this Agreement and the Transaction Documents to which it is a party, as applicable, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Xxxxxxxx of this Agreement and any Transaction Document to which it or any of the Companies is a party, as applicable, the performance by each of the Companies of its obligations hereunder and thereunder and the consummation by each of the Companies of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each applicable Company. This Agreement and each Transaction Document to which any of the Companies is a party has been duly executed and delivered by the applicable Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement and each Transaction Document to which any of the Companies is a party constitute a legal, valid and binding obligation of the applicable Company enforceable against such Company, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”). Except as set forth on Section 3.3 of the Disclosure Schedule, no other proceeding, consent, approval, vote or other action on the part of any of the Companies is necessary to approve the execution and delivery by such Company of this Agreement or the other Transaction Documents to which such Company is a party or to consummate the transactions contemplated hereby and thereby.
