Authorization; Compliance. Each authorization request You submit to Payment World must fully comply with the applicable provisions of this Agreement. Submission of an authorization request that does not fully comply may result in assessment of additional fees to You, a declined authorization response or a Chargeback to You.
Authorization; Compliance. All necessary corporate action has been taken by Seller to authorize the execution, delivery and performance of this Agreement by Seller. The execution, delivery and performance by the Seller of this Agreement and the sale and delivery of the Shares by the Seller will not violate, conflict with or result in a breach of any agreement or other document or undertaking to which the Seller is a party or by which the Seller is bound or violate any law, regulation, order, writ, injunction or decree of any court or administrative or governmental body by which the Seller is bound.
Authorization; Compliance. The execution, delivery and performance ------------------------- of this Agreement and the Demand Note (collectively, as hereafter amended and modified from time to time, the "Loan Documents") and the transactions -------------- contemplated by this Agreement and the other Loan Documents are within the corporate power and authority of the Borrower and have been authorized by all necessary corporate proceedings, and do not and will not (i) require any consent or approval of the stockholders of the Borrower, (ii) violate the charter documents or by-laws of the Borrower, (iii) violate any law, rule, order or regulation applicable to the Borrower, (iv) contravene any provision of, or constitute (with due notice or lapse of time or both), a default under, any other agreement, instrument, order or undertaking binding on the Borrower, or (v) result in the creation or imposition of any lien or encumbrance on any of the properties, assets or rights of the Borrower, except to the extent that any such violation, contravention, default or result described in clauses (iii), (iv) and (v) above does not, individually or in the aggregate, have a Material Adverse Effect.
Authorization; Compliance. The execution and delivery of, and the performance by Borrower of its obligations under this Agreement and the Note (a) are within its corporate powers, (b) have been duly authorized by all requisite corporate action, (c) do not violate any provision of law, any order of any court or other agency of government, or the Certificate of Incorporation or other charter documents of such Borrower, and (d) do not violate any indenture, agreement or other instrument to which such Borrower is a party, or by which it is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Agreement, result in the creation or imposition of any lien upon any of the property or assets of such Borrower pursuant to, any such indenture, agreement or instrument.
Authorization; Compliance. Intentionally Omitted.
Authorization; Compliance. The Guarantor has the power and authority to issue this Guaranty. This Guaranty has been duly authorized by all necessary action on the Guarantor’s part, and does not require any approval or other action of the shareholders of the Guarantor or approval or consent of any trustee or holders of any indebtedness or obligations of the Guarantor or of any other Person, except such as have been obtained, and the Guarantor has duly executed and delivered this Guaranty. The Guarantor’s execution, delivery, and performance of this Guaranty are not inconsistent with the Guarantor’s certificate of incorporation or bylaws, do not contravene any Applicable Law applicable to or binding on the Guarantor, and do not contravene, result in any breach of, or constitute any default or result in the creation of any Lien under, any indenture, mortgage, security agreement, deed of trust, or other agreement or instrument to which the Guarantor is a party or by which the Guarantor or its properties are bound.
Authorization; Compliance. Guarantor has the power and authority to issue this Guaranty. This Guaranty has been duly authorized by all necessary action on Guarantor's part, and does not require any approval or consent of any trustee or holders of any indebtedness or obligations of Guarantor or of any other Person, except such as have been obtained, and Guarantor has duly executed and delivered this Guaranty. Guarantor's execution, delivery, and performance of this Guaranty do not contravene any law, judgment, decree, governmental rule, regulation, or order applicable to or binding on Guarantor, and do not contravene, result in any breach of, or constitute any default or result in the creation of any Lien under any indenture, mortgage, security agreement, deed of trust, or other agreement or instrument to which Guarantor is a party.
Authorization; Compliance. The Authorizations are valid and in ------------------------ full force and effect without materially adverse conditions except for such conditions as are generally applicable to FCC 38 GHz authorizations or holders of FCC 38 GHz authorizations. To Sellers' best knowledge no event has occurred and is continuing that could: (i) result in the revocation, termination prior to expiration in accordance with its terms or adverse modification of any Authorization listed on Schedule 1.1; or (ii) materially and adversely affect any rights of Sellers thereunder prior to Closing or of ART after Closing. Neither Seller has any reason to believe that the Authorizations will not be renewed by the FCC in the ordinary course. The current ownership and operation by each Seller, as applicable, of the Authorizations comply in all material respects with the Federal Communications Act of 1934, as amended (the "Communications Act"), the rules, regulations and policies of the FCC promulgated thereunder, and all other federal, state and local laws, rules, regulations and ordinances applicable to the Assets and is not in default or violation of any order, writ, injunction or decree of any court of governmental agency or instrumentality applicable to either the Seller or the Assets.
Authorization; Compliance. The Authorizations are valid and in ------------------------ full force and effect without materially adverse conditions except for such conditions as are generally applicable to FCC 38 GHz authorizations or holders of FCC 38 GHz authorizations. No event has occurred and is continuing that could: (i) result in the revocation, termination or adverse modification of any Authorization listed on Schedule 1.1; or (ii) materially and adversely affect any rights of Seller thereunder prior to Closing or of ART after Closing, except in either case for events which affect holders of FCC 38 GHz authorizations generally. Seller has no reason to believe that the Authorizations will not be renewed by the FCC in the ordinary course. The current ownership and operation by Seller, as applicable, of the Authorizations comply in all material respects with all the regulations and policies of the FCC, provided, however, that Seller -------- ------- makes no representation as to whether any action by ART under the Services Agreement dated as of November 1, 1996 between Seller and ART (the "Services Agreement") is in compliance with any law including the regulations and policies of the FCC.
Authorization; Compliance. The execution and delivery of, and the performance by Seller of its obligations under this Agreement, the Netting Agreement or any Related Hedge Agreement to which it is a party (a) are within Seller’s powers, (b) have been duly authorized by all requisite action, (c) do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, (d) do not violate any indenture, agreement, document or instrument to which Seller is a party, or by which it or any of its properties, any of the Transaction Assets is bound or to which it is subject and (e) are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Agreement, the Netting Agreement or any Related Hedge Agreement, result in the creation or imposition of any Lien upon any of the property or assets of Seller pursuant to, any such indenture, agreement, document or instrument. Seller is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transaction contemplated herein and the execution, delivery or performance of this Agreement, the Netting Agreement or any Related Hedge Agreement to which it is a party.
