Authorization of Receipt of Funds Sample Clauses

Authorization of Receipt of Funds. BY THE TRUSTEE UNDER THE PLEDGE AGREEMENT. The Trustee is authorized to receive any funds for the benefit of the Holders of Notes distributed under the Pledge Agreement, and to make further distributions of such funds to the Holders of Notes according to the provisions of this Supplemental Indenture, the Indenture and the Intercreditor Agreement.
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Authorization of Receipt of Funds by the Trustee under the Security Agreement. The Trustee is authorized to receive any funds for the benefit of Holders distributed under the Security Agreement, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.
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Authorization of Receipt of Funds by the Collateral Agent under the Related Collateral Documents and the Intercreditor Agreements 147 ​ ​ Section 17.05 Termination of Security Interest; Release of Collateral. 147 Section 17.06 Maintenance of Collateral 149 Section 17.07 Concerning the Collateral Agent 149 Section 17.08 Limitation on Remedies 149 ​ ​ ARTICLE 18 ​ GUARANTEES 149 ​ ​ ​ Section 18.01 Note Guarantee 149 Section 18.02 Limitation on Guarantor Liability 151 Section 18.03 Execution and Delivery 151 Section 18.04 Subrogation 152 Section 18.05 Benefits Acknowledged 152 Section 18.06 Release of Note Guarantees. 152 ​ ​ ARTICLE 19 ​ MISCELLANEOUS PROVISIONS 153 ​ ​ ​ Section 19.01 Provisions Binding on Company’s Successors 153 Section 19.02 Official Acts by Successor Corporation 153 Section 19.03 Addresses for Notices, Etc. 154 Section 19.04 Governing Law; Jurisdiction 154 Section 19.05 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee and Collateral Agent 155 Section 19.06 Legal Holidays; Times of Day. 156 Section 19.07 Intentionally Omitted. 156 Section 19.08 Benefits of Indenture 156 Section 19.09 Table of Contents, Headings, Etc. 156 Section 19.10 Authenticating Agent 156 Section 19.11 Execution in Counterparts 157 Section 19.12 Severability 158 Section 19.13 Waiver of Jury Trial 158 Section 19.14 Force Majeure 158 Section 19.15 Calculations 158 Section 19.16 USA PATRIOT Act 159 Section 19.17 Insurance Laws 159 ​ Exhibit A Form of Note A-1 Exhibit B Form of Security Agreement B-1 ​ ​ Schedule I Permitted Indebtedness I-1 Schedule II Permitted Liens II-1 ​ ​ ​ INDENTURE dated as of April [ ], 2023 between PORCH GROUP, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors from time to time party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).
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Authorization of Receipt of Funds by the Administrative Agent Under the Security Documents. The Administrative Agent is authorized to receive any funds for the benefit of the Lenders distributed under the Security Documents and the Intercreditor Agreement, and to make further distributions of such funds to the Lenders according to the provisions of this Agreement.
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Authorization of Receipt of Funds by the Notes Collateral Agent Under the Notes Collateral Documents 62 SECTION 14.10 Intercreditor Agreement 62
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Authorization of Receipt of Funds by the Trustee and the Notes Collateral Agent Under the Security Documents 130 Article 12 Satisfaction and Discharge Section 12.01. Satisfaction and Discharge 130 Section 12.02. Application of Trust Money 131
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Authorization of Receipt of Funds by the Trustee and the Notes Collateral Agent Under the Security Documents 132
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Authorization of Receipt of Funds by the Notes Collateral Agent Under the Notes Collateral Documents 61 SECTION 14.10 Intercreditor Agreement 61 SECTION 14.11 Reliance by Collateral Agent 61 Schedule A The Guarantors Appendix Provisions Relating to Securities Exhibit A Form of Security Exhibit B Form of Notation on Security Relating to Guarantee SENIOR SECURED INDENTURE, dated as of [ ], 20[ ], among UNITED RENTALS (NORTH AMERICA), INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 100 First Stamford Place, Suite 700, Stamford, Connecticut 06902, UNITED RENTALS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called “Holdings”), the Subsidiaries of the Company named in Schedule A (herein called the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, national banking association having its designated corporate trust office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as trustee (herein called the “Trustee”) and Notes Collateral Agent.
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Authorization of Receipt of Funds by the Trustee Under the ---------------------------------------------------------- Pledge Agreement................................................ 97 ---------------- ARTICLE ELEVEN MISCELLANEOUS......................................................... 98
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Related to Authorization of Receipt of Funds

  • Authorization of Notes The Company will authorize the issue and sale of $110,000,000 aggregate principal amount of its 6.47% Senior Notes due September 30, 2030 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Authorization and Description of Shares The Shares to be --------------------------------------- purchased by the Underwriter from the Fund have been duly authorized for issuance and sale to the Underwriter pursuant to this Agreement, and, when issued and delivered by the Fund pursuant to this Agreement against payment of the consideration set forth in this Agreement will be validly issued, fully paid and non-assessable; the Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued: (a) A certified copy of the amendment to the Charter giving effect to such increase, decrease or change; (b) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and (c) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank. 2. Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank: (a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Customer that no other order or consent is required; and (c) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

  • 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.

  • Authorization and Application of Overtime An employee who is required to work overtime shall be entitled to overtime compensation when the overtime worked is authorized in advance.

  • Authorization of the Notes The Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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