Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.
Authorization and Consent The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.
Consent and Approval Such Party has sought or obtained, or, in accordance with this Agreement will seek or obtain, each consent, approval, authorization, order, or acceptance by any Governmental Authority in connection with the execution, delivery and performance of this Agreement, and it will provide to any Governmental Authority notice of any actions under this Agreement that are required by Applicable Laws and Regulations.
Consent and Approvals Except as otherwise expressly provided in this Agreement, all consents or approvals required under the terms of this Agreement must be in writing and will not be unreasonably withheld or delayed.
Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.
CERTIFICATION AND LICENSES CONTRACTOR shall be certified by the California Department of Education (hereinafter referred to as “CDE”) as an NPS/A. All NPS/A services shall be provided consistent with the area of certification and licensure specified by CDE Certification and as defined in California Education Code, section 56366 et seq and within the professional scope of practice of each provider’s license, certification and/or credential. A current copy of CONTRACTOR’s NPS/A certification or a waiver of such certification issued by the CDE pursuant to Education Code section 56366.2 must be provided to LEA on or before the date this contract is executed by CONTRACTOR. This Master Contract shall be null and void if such certification or waiver is expired, revoked, rescinded, or otherwise nullified during the effective period of this Master Contract. Total student enrollment shall be limited to capacity as stated on CDE certification. In addition to meeting the certification requirements of the State of California, CONTRACTOR that operates a non-public school or agency outside of this State shall be certified and all staff persons providing services to pupils shall be certified and/or licensed by that state to provide, respectively, special education and related services and designated instruction and related services to pupils under the federal Individuals with Disabilities Education Act (20 U.S.C. Sec. 1400 et seq.).
a) If CONTRACTOR is a licensed children’s institution (hereinafter referred to as “LCI”), CONTRACTOR shall be licensed by the state, or other public agency having delegated authority by contract with the state to license, to provide nonmedical care room and board to children, including, but not limited to, individuals with exceptional needs. The LCI must also comply with all licensing requirements relevant to the protection of the child, and have a special permit, if necessary, to meet the needs of each child so placed. If the CONTRACTOR operates a program outside of this State, CONTRACTOR must obtain all required licenses from the appropriate licensing agency in both California and in the state where the LCI is located.
b) A current copy of CONTRACTOR’s licenses and NPS/A certifications, or a validly issued waiver of any such certification must be provided to LEA on or before the date this Master Contract is executed by CONTRACTOR. CONTRACTOR must immediately (and under no circumstances longer than three (3) calendar days) notify LEA if any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, challenged pursuant to an administrative or legal complaint or lawsuit, or otherwise nullified during the effective period of this Master Contract. If any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, or otherwise nullified during the effective period of this Master Contract, this Master Contract shall be null and void.
c) Notwithstanding the foregoing, if current (re)certification documents are not available through no fault of the NPS/A, this Master Contract shall remain in effect until such documents are made available to the NPS/A, which shall in turn submit copies of same to the LEA within five (5) business days of receipt by the NPS/A. The NPS/A shall, within five (5) business days of any change in the status of its approved capacity to serve a specific number of students notify the LEA of the change.
Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.
Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.
Waiver and Consent Each of the Company, in its capacity as sponsor of the Trust and in its capacity as holder of all outstanding Common Securities of the Trust, the Regular Trustees, the Property Trustee, the Delaware Trustee and the Investors, which constitute all of the parties to the Amended and Restated Declaration of Trust, agrees that, to the extent any provisions of this Agreement are inconsistent with any provisions of the Amended and Restated Declaration of Trust, the provisions of the Amended and Restated Declaration of Trust are deemed amended on the Closing Date to conform to the provisions of this Agreement. Each of the Company, the Debenture Trustee, the Property Trustee, as the record owner of the Convertible Debentures, the Trust and the Investors, agrees that, to the extent any provisions of this Agreement are inconsistent with any provisions of the Indenture, the provisions of the Indenture are deemed amended on the Closing Date to conform to the provisions of this Agreement. In connection with the execution of this Agreement and the Amendments, each of the parties hereto, to the extent applicable, hereby approves, consents to and authorizes each of the amendments to the Amended and Restated Declaration of Trust, the Indenture and the Guarantee Agreements contemplated or effected by the Transaction Documents (including this Agreement) and hereby approves, consents to and authorizes all actions necessary for the execution of this Agreement, the Amendments and all other Transaction Documents, including, without limitation, authorizing and directing the Debenture Trustee to accept and rely upon the opinion of tax counsel and the opinion of counsel being delivered pursuant to this Agreement for its execution of the First Supplemental Indenture to the Indenture delivered in connection herewith, and authorizing and directing each of the other applicable Trustees to execute the other Amendments on its behalf. Without limiting the generality of the foregoing, each of the parties hereto agrees and acknowledges that it will be deemed to have waived at Closing (a) any of its approval, consent and/or notice rights and/or rights to additional satisfaction (if any), and (b) any inconsistency with or default under the provisions of the Amended and Restated Declaration of Trust arising under, or triggered by, this Agreement or any other Transaction Document or the transactions contemplated or effected hereby or thereby or consummated pursuant hereto or thereto. Each such party further agrees that the Trust is to execute this Agreement for the purpose of becoming a party hereto and agreeing to perform its obligations and duties hereunder.
Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.