Authority to Close Sample Clauses

Authority to Close. It is acknowledged and agreed that, subject to the remaining provisions of this Section 3.2.1(b), if the LLC elects to proceed with the acquisition of the Property by the Property Owning Subsidiary pursuant to the Purchase Agreement (the “Acquisition”), each Member and the LLC shall cause the closing to occur thereunder and to have the Property Owning Subsidiary acquire the Property on the closing date under the Purchase Agreement (the “Closing Date”) pursuant to and in accordance with the terms of the Purchase Agreement. In connection therewith, the Administrative Member shall take, or cause to be taken all actions as are necessary, appropriate or advisable to cause the transactions contemplated by the Purchase Agreement to occur on the Closing Date; provided that neither Member shall amend or modify the Purchase Agreement, or waive any right of the LLC thereunder, without the prior written consent of the other Member. Notwithstanding the foregoing, if the LLC has the right to terminate the Purchase Agreement and receive a return of the Purchase Agreement Deposit and any other reimbursable expenses pursuant to the Purchase Agreement, whether by reason of the Seller’s breach of the Purchase Agreement or the failure of the conditions precedent to the LLC’s obligation to close or otherwise, the Administrative Member shall inform the Condor Member of that fact and either Member shall have the right to cause the LLC to exercise such termination and seek such reimbursements; provided, however, if only one Member (the “Withdrawing Member”) desires to cause the LLC to exercise such termination right, the Member that does not wish to terminate (the “Investing Member”) shall have the right, upon written notice to the Withdrawing Member given prior to the expiration of any such termination right, to proceed with the closing under the Purchase Agreement, provided that such Investing Member promptly refunds to the Withdrawing Member any and all funds contributed by the Withdrawing Member to the LLC within 10 days, after which payment the Withdrawing Member shall be deemed to have withdrawn as a Member of the LLC, shall have no Interest, and shall have no further rights or obligations as a Member hereunder or with respect to the Property.
Sample 1Sample 2Sample 3
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Authority to Close. Republic shall have furnished the Principals with such certificates of its officers, an opinion of counsel to Republic (such opinion to be as to Republic to the same extent as set forth in Section 7.7 as to Banyan) and such documents, as the Principals may reasonably request, to confirm that all governmental, Board of Director and shareholder approvals necessary for Republic to consummate the Purchase and the Merger have been obtained and that the Purchase does not violate its Articles of Incorporation, Bylaws or applicable contract provisions.
Sample 1

Related to Authority to Close

  • Authority to Sell The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors;

  • Authority to Execute The parties executing this Lease Agreement hereby warrant and represent that they are properly authorized to execute this Lease Agreement and bind the parties on behalf of whom they execute this Lease Agreement and to all of the terms, covenants and conditions of this Lease Agreement as they relate to the respective parties hereto.

  • Authority to Bind Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party further represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and execution of this Agreement, and that counsel has reviewed this Agreement.

  • Authority to Execute Agreement Each of the individuals whose signature appears below represents and warrants that he or she has full authority to execute this Agreement on behalf of the party on whose behalf he or she has affixed his or her signature to this Agreement. The Trust and the Adviser will deliver to the Sub-Adviser such evidence of its authority with respect to this Agreement as Sub-Adviser may reasonably require. The Sub-Adviser will deliver to the Trust and the Adviser such evidence of its authority with respect to this Agreement as the Trust or the Adviser may reasonably require.

  • Authority to Sign Each individual signing this Agreement directly and expressly warrants that he/she has been given and has received and accepted authority to sign and execute the Agreement on behalf of the party for whom it is indicated he/she has signed, and further has been expressly given and received and accepted authority to enter into a binding agreement on behalf of such party with respect to the matters contained herein and as stated herein.

  • Authority to Contract The Company warrants and represents to the Executive that the Company has full authority to enter into this Agreement and to consummate the transactions contemplated hereby and that this Agreement is not in conflict with any other agreement to which the Company is a party or by which it may be bound. The Company further warrants and represents to the Executive that the individual executing this Agreement on behalf of the Company has the full power and authority to bind the Company to the terms hereof and has been authorized to do so in accordance with the Company's articles or certificate of incorporation and bylaws.

  • Authority to Enter Agreement This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally.

  • Authority to File Notices Borrower irrevocably appoints Lender at its attorney-in-fact, with full power of substitution, to file for record, at Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender considers necessary or desirable to protect its security.

  • Authority to Borrow We authorize you to advance your own funds for our account, charging current interest rates, or to arrange loans for our account or the account of the Underwriters, as you may deem necessary or advisable for the purchase, carrying, sale and distribution of the Securities. You may execute and deliver any notes or other instruments required in connection therewith and may hold or pledge as security therefor all or any part of the Securities which we or such Underwriters have agreed to purchase. The obligations of the Underwriters under loans arranged on their behalf shall be several in proportion to their respective participations in such loans, and not joint. Any lender is authorized to accept your instructions as to the disposition of the proceeds of any such loans. You shall credit each Underwriter with the proceeds of any loans made for its account.

  • Authority to Act Custodian shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an Authorized Officer of Indenture Trustee or Owner Trustee, as applicable. A certified copy of excerpts of certain resolutions of the Board of Directors of Indenture Trustee or Owner Trustee, as applicable, shall constitute conclusive evidence of the authority of any such Authorized Officer to act and shall be considered in full force and effect until receipt by Custodian of written notice to the contrary given by Indenture Trustee or Owner Trustee, as applicable.

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