Authorization of Certain Agreements Sample Clauses

Authorization of Certain Agreements. At or before the Closing Time and each applicable Date of Delivery:
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Authorization of Certain Agreements. This Agreement has been duly authorized, executed and delivered by the Manager and constitutes a valid and binding agreement of the Manager enforceable in accordance with its terms, and each of the Management Agreement and the Administrative Services Agreement to be entered into by ACAS and the Manager (the “Services Agreement”) has been duly authorized by the Manager and at the Closing Time will have been duly executed and delivered by the Manager and will constitute a legal, valid and binding agreement of the Manager enforceable in accordance with its terms, except in ease case as may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (B) general equitable principles and the discretion of the court before which any proceeding therefor may be brought.
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Authorization of Certain Agreements. All Persons who own or hold, or acquire in the future, any Member Interests, including the Common Shares, hereby approve, ratify and confirm the execution, delivery and performance by the parties thereto of the Initial Agreements. The authorization, approval or ratification by the Board of Directors of the execution, delivery or performance of the Initial Agreements shall be deemed to not be a violation of any duty that the Board of Directors owe to the Company and/or the Shareholders (including, but no limited to, Section 5.9) and shall be deemed to be within the authority of the Board of Directors under Section 5.1 hereof. The execution, delivery and performance of the Initial Agreements by any Officer shall not be a violation of any duty that such Officer or Officers owe to the Shareholders or the Company (including, but not limited to, Section 5.9).
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Authorization of Certain Agreements. The Administrator, Purchasers and Purchaser Agents hereby consent to (a) the following amendments to the BP Card Issuing and Operating Agreement: Amendment 1, dated November 4, 2005, Amendment 2, dated November 15, 2007, Amendment 3, dated August 27, 2008, Amendment 4, dated June 16, 2010, Amendment 5, dated September 30, 2010 and Amendment 6, dated Xxxxx 00, 0000, (x) the amendment and restatement of the BP Card Issuing and Operating Agreement as of February 29, 2016 in substantially the form (and, in the case of Section 3.2.3 and 16.7 thereof, in the form) delivered to Administrator on November 2, 2015 and (c) concurrently with the amendment and restatement described in clause (b) above, the termination of that certain letter agreement, dated as of August 1, 2005, among BP, the Servicer, the Seller and the Administrator.
Sample 1
Authorization of Certain Agreements. This Agreement has been duly authorized, executed and delivered by the Company and the Manager and is enforceable in accordance with its terms and constitutes a legal, valid and binding agreement of the Company and the Manager enforceable in accordance with its terms, except in each case as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity, and except to the extent that the indemnification provisions hereof or thereof may be limited by federal or state securities laws and public policy considerations in respect thereof.
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Authorization of Certain Agreements. The members of the Board appointed by JF US shall cause the Company to enter into the Purchase Agreement, the Management Agreement, the Master Lease Agreement and the Right of First Offer Agreement with CenterPoint or its Affiliates, and all agreements necessary to implement the Credit Facility on behalf of the Company; provided that, by execution of this Agreement by JF US, the members of the Board shall be deemed to have exercised its duty and authority as provided in this Section 6.7, and Xxxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxxxxx, as Vice President and Assistant Secretary of the Company, respectively, are duly authorized by the Company to execute the agreements described in this Section without any further action or resolution of the members of the Board appointed by JF US.
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Related to Authorization of Certain Agreements

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

  • Modification of Certain Documents No Group Member shall do any of the following:

  • Amendments of Certain Documents Amend or otherwise modify (a) any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders, or (b) any term or condition of any Unsecured Financing Documentation in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

  • Notification of Certain Changes Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Effect of Certain Changes (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

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