Authorization and Representation Sample Clauses

Authorization and Representation. Licensees have full powers and are duly authorized by their articles of incorporation or articles of association to enter into this Agreement and to carry out the transactions contemplated herein. The execution of this Agreement by Licensees and the implementation of the transactions contemplated herein were duly and legally authorized by the Licensees' shareholders or quotaholders and no other procedure by the Licensees is necessary to authorize the execution of this Agreement or to authorize the implementation of the transactions contemplated herein. This Agreement was duly and validly executed, is individually enforceable by Licensees and constitutes a legal, valid and binding agreement to each Licensee, enforceable against each of the Licensees pursuant to its terms.
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Authorization and Representation. Each Party hereby severally -------------------------------- represents that it has been duly authorized to execute, deliver and perform this Agreement through its members, officers or agents signing on its behalf and affixing any appropriate seal hereto.
Sample 1

Related to Authorization and Representation

  • Ratification and Affirmation; Representations and Warranties Each Obligor hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Third Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

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