Authorization, Execution and Delivery of Documents; No Default Sample Clauses

Authorization, Execution and Delivery of Documents; No Default. The -------------------------------------------------------------- Participation Agreement, the Lease, the Construction Agency Agreement, the Guaranty, the Trust Agreement, the Loan Agreement, the Notes and the Certificates and each other Operative Document shall have been duly authorized, executed and delivered by each of the parties thereto, shall (to the extent the form and substance thereof shall not be prescribed hereby) be in form and substance satisfactory to such parties and an executed counterpart of each thereof shall have been delivered to each of the Certificate Purchasers, Certificate Trustee, the Lenders and Administrative Agent. Each Lender shall have received an original, duly executed Note registered in such Lender's name, and each Certificate Purchaser shall have received an original, duly executed Certificate registered in such Certificate Purchaser's name. Each of the Participation Agreement, the Lease, the Construction Agency Agreement, the Guaranty, the Trust Agreement, the Loan Agreement, the Notes and the Certificates shall be in full force and effect as to all other parties and no Lease Default or Lease Event of Default shall have occurred or be continuing.
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Authorization, Execution and Delivery of Documents; No Default. The Operative Documents shall have been duly authorized, executed and delivered by each of the parties thereto, shall be in form and substance reasonably satisfactory to the Lessee, each Participant, and the Agents, and an executed counterpart of each thereof shall have been received by such parties. Each of the Operative Documents shall be in full force and effect as to all parties.
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Authorization, Execution and Delivery of Documents; No Default. This Agreement, the Lease, the Assignment of Lease and Rent, the Trust Agreement, the Certificates, the Loan Agreement and the Notes shall have been duly authorized, executed and delivered by each of the other parties thereto, shall (to the extent the form and substance thereof shall not be prescribed hereby) be in form and substance satisfactory to each Participant and an executed counterpart of each thereof (except for the Certificates and the Notes, originals of which shall only be delivered to the applicable Participant, and the original counterpart of the Lease, which shall be delivered to the Agent) shall have been received by each of the Participants, Agent and Certificate Trustee. Each Participant shall have received an original, duly executed Note and/or Certificate, as applicable, registered in such Participant's name. Each of the documents referred to above shall be in full force and effect as to all other parties and no Lease Default or Lease Event of Default shall have occurred or be continuing.
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Authorization, Execution and Delivery of Documents; No Default. Each of the Operative Documents shall have been duly authorized, executed and delivered by each of the other parties thereto, shall (to the extent the form and substance thereof shall not be prescribed hereby) be in form and substance satisfactory to each Participant and an executed counterpart of each thereof (except for the Notes, originals of which shall only be delivered to the applicable Lender, and for each Fee Letter, originals and copies of which shall only be delivered to the parties thereto) shall have been received by each of the Participants and the Collateral Agent. Each Lender shall have received an original, duly executed Note, registered in such Lender’s name. Each of the Operative Documents listed in this clause (a) shall be in full force and effect as to all other parties and no Default, Event of Default or Loan Agreement Event of Default shall have occurred or be continuing.
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Authorization, Execution and Delivery of Documents; No Default. The Participation Agreement, the Lease, the Memorandum of Lease, the Construction Agency Agreement, the Construction Agency Agreement Assignment, the Guarantees, the Deed or Trust, the Trust Agreement, the Fee Letters, the Certificates, the Loan Agreement and the Notes shall have been duly authorized, executed and delivered by each of the other parties thereto, shall (to the extent the form and substance thereof shall not be prescribed hereby) be in form and substance satisfactory to each Participant and an executed counterpart of each thereof (except for the Certificates and the Notes, originals of which shall only be delivered to the applicable Participant, and for each Fee Letter, originals and copies of which shall only be delivered to the parties thereto) shall have been received by each of the Participants, the Agents and Lessor. Each Participant shall have received an original, duly executed Note and Certificate registered in such Participant's name. Each of the Operative Documents listed in this clause (a) shall be in full force and effect as to all other parties and no Default, Event of Default, Loan Agreement Default or Loan Agreement Event of Default shall have occurred or be continuing.
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Authorization, Execution and Delivery of Documents; No Default. The Operative Documents shall have been duly authorized, executed and delivered by each of the parties thereto, shall be in form and substance reasonably satisfactory to Lessee and each Participant and an executed counterpart of each thereof (except for the Certificates and the Notes, originals of which shall only be delivered to the applicable Participant) shall have been received by each of the Participants, Agent, Certificate Trustee and Lessee. Each Participant shall have received an original, duly executed Note and/or Certificate, as applicable, registered in such Participant's name. Each of the documents referred to above shall be in full force and effect as to all parties and no Lease Default or Lease Event of Default shall have occurred or be continuing.
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Authorization, Execution and Delivery of Documents; No Default. The Operative Documents shall have been duly authorized, executed and delivered by each of the other parties thereto, shall (to the extent the form and substance thereof shall not be prescribed hereby) be in form and substance satisfactory to Lessor and Agent and each Participant and an executed counterpart of each thereof shall have been delivered to Lessor and Agent. Each Lender shall have received an original, duly executed Note registered in such Lender's name. Investor shall have received an original, duly executed Trust Certificate registered in Investor's name. Each of the Participation Agreement, the Lease, the Sublease, the Trust Agreement, the Guaranty, the Loan Agreement, the Notes, the Trust Certificates, the Mortgage and the other Operative Documents shall be in full force and effect as to all other parties, and no Lease Default or Lease Event of Default shall have occurred or be continuing.
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Authorization, Execution and Delivery of Documents; No Default. The Operative Documents shall have been duly authorized, executed and delivered by each of the other parties thereto, shall (to the extent the form and substance thereof shall not be prescribed hereby) be in form and substance satisfactory to the Agent and an executed counterpart of each thereof shall have been delivered to the Agent. Each Lender shall have received an original, duly executed Note registered in such Lender's name. Each of the Participation Agreement, the Lease, the Guaranty, the Loan Agreement, the Notes, the Assignment of Lease and the other Operative Documents shall be in full force and effect as to all other parties and no Lease Default or Lease Event of Default shall have occurred or be continuing.
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Related to Authorization, Execution and Delivery of Documents; No Default

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Authorization, Execution and Delivery The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

  • Due Authorization, Execution and Delivery (a) Borrower represents and warrants that the execution of the Loan Documents and the Indemnity Agreement have been duly authorized and there is no provision in the organizational documents of Borrower requiring further consent for such action by any other entity or person. (b) Borrower represents and warrants that it is duly organized, validly existing and is in good standing under the laws of the state of its formation and in the State, that it has all necessary licenses, authorizations, registrations, permits and/or approvals to own its properties and to carry on its business as presently conducted. (c) Borrower represents and warrants that the execution, delivery and performance of the Loan Documents will not result in Borrower's being in default under any provision of its organizational documents or of any mortgage, lease, credit or other agreement to which it is a party or which affects it or the Property. (d) Borrower represents and warrants that the Loan Documents and the Indemnity Agreement have been duly authorized, executed and delivered by Borrower and constitute valid and binding obligations of Borrower which are enforceable in accordance with their terms.

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Execution and Delivery of Guaranty The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor.

  • Power and Authority; Authorization; Execution and Delivery; Binding Obligation The Purchaser has the power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

  • Authority; Execution and Delivery The Company hereby represents and warrants that the Company has full corporate power and authority to enter into this Warrant and to issue Shares in accordance with the terms hereof. The execution, delivery and performance of this Warrant by the Company have been duly and effectively authorized by the Company. This Warrant has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

  • APPOINTMENT AND DELIVERY OF DOCUMENTS (a) The Trust, on behalf of each Fund listed in Schedule A, hereby appoints GFS to provide administrative services for the Trust as described hereinafter, as administrator of the Trust for the period and on the terms set forth in this Agreement. GFS accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 3 of this Agreement. (b) In connection therewith the Trust has delivered to GFS copies of: (i) the Trust's Agreement, Declaration of Trust and Bylaws (collectively, as amended from time to time, "Organizational Documents"); (ii) the Trust's Registration Statement on Form N-1A and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended ("Securities Act"), and the 1940 Act ("Registration Statement"); (iii) the Trust’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC; (iv) the Trust's current Prospectus and Statement of Additional Information for each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus"); (v) the current plan of distribution adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan"); and (vi) procedures adopted by the Trust in accordance with Rule 17a-7 under the 1940 Act with respect to affiliated transactions. (c) The Trust shall promptly furnish GFS with all amendments of or supplements to the items listed in Section 1(b), and shall deliver to GFS a certified copy of the resolution of the Board of Trustees of the Trust ("Board") appointing GFS and authorizing the execution and delivery of this Agreement.

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