Authorization, Execution and Delivery of Organizational Documents Sample Clauses

Authorization, Execution and Delivery of Organizational Documents. As of the date of this Agreement: a) The CONE LLC Agreement has been duly authorized, executed and delivered by CONSOL and Noble and is a valid and legally binding agreement of CONSOL and Noble, enforceable against CONSOL and Noble in accordance with its terms; b) The General Partner Agreement has been duly authorized, executed and delivered by CONE and is a valid and legally binding agreement of CONE, enforceable against CONE in accordance with its terms; c) The Partnership Agreement has been duly authorized, executed and delivered by CONE and the General Partner and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; d) The Anchor Subsidiary LP Agreement has been duly authorized, executed and delivered by CONE and Anchor Subsidiary GP and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; e) The Growth Subsidiary LP Agreement has been duly authorized, executed and delivered by CONE and Growth Subsidiary GP and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; f) The Additional Subsidiary LP Agreement has been duly authorized, executed and delivered by CONE and Additional Subsidiary GP and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; g) The CONE Operating LLC Agreement has been duly authorized, executed and delivered by CONE and is a valid and legally binding agreement of CONE, enforceable against CONE in accordance with its terms; h) The Anchor Subsidiary GP LLC Agreement has been duly authorized, executed and delivered by CONE Operating and is a valid and legally binding agreement of CONE Operating, enforceable against CONE Operating in accordance with its terms; i) The Growth Subsidiary GP LLC Agreement has been duly authorized, executed and delivered by CONE Operating and is a valid and legally binding agreement of CONE Operating, enforceable against CONE Operating in accordance with its terms; and j) The Additional Subsidiary GP LLC Agreement has been duly authorized, executed and delivered by CONE Operating and is a valid and legally binding agreement of CONE Operating, enforceable against CONE Operating in accordance with its terms; provided, that with respect to each such agreement, the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent t...
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Authorization, Execution and Delivery of Organizational Documents. As of the date of this Agreement: (1) The General Partner Agreement has been duly authorized, executed and delivered by CONSOL Energy and is a valid and legally binding agreement of CONSOL Energy, enforceable against CONSOL Energy in accordance with its terms; (2) The Partnership Agreement has been duly authorized, executed and delivered by CONSOL Energy and the General Partner and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (3) The CNX Operating LLC Agreement has been duly authorized, executed and delivered by CONSOL Energy and is a valid and legally binding agreement of CONSOL Energy, enforceable against CONSOL Energy in accordance with its terms; (4) The CNX Thermal LLC Agreement has been duly authorized, executed and delivered by CNX Operating and is a valid and legally binding agreement of CNX Operating, enforceable against CNX Operating in accordance with its terms; provided, that with respect to each such agreement, the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
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Authorization, Execution and Delivery of Organizational Documents a) The General Partner Agreement has been duly authorized, executed and delivered by Field Services and is a valid and legally binding agreement of Field Services, enforceable against Field Services in accordance with its terms. b) The Partnership Agreement has been duly authorized, executed and delivered by Field Services and the General Partner and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms. c) The Operating LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms.
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Related to Authorization, Execution and Delivery of Organizational Documents

  • Delivery of Organizational Documents On or before the Closing Date, Borrower shall deliver or cause to be delivered to Lender copies certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business, as Lender may request in its sole discretion, including, without limitation, good standing certificates, qualifications to do business in the appropriate jurisdictions, resolutions authorizing the entering into of the Loan and incumbency certificates as may be requested by Lender.

  • 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.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

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

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Certified Copies of Organizational Documents The Agent shall have received from each Borrower a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Eligible Real Estate Assets are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • 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.

  • 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.

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