Authorization of Transaction; Governmental Authorizations Sample Clauses

Authorization of Transaction; Governmental Authorizations. Member has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or shall be a party and, subject to making or obtaining the notices, filings, authorizations, consents or approvals set forth in Section 3.1(b) of the Disclosure Schedule and obtaining the consents set forth in Section 3.1(f) of the Disclosure Schedule, to perform its obligations hereunder and thereunder, and the execution, delivery and performance by Member of this Agreement and the other Transaction Documents to which it is or shall be a party have been duly and validly authorized and approved by all necessary limited liability company action of Member. This Agreement and the other Transaction Documents to which it is or shall be a party constitute (or upon execution will constitute) the valid and legally binding obligation of Member enforceable in accordance with their respective terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law). Except for filings under the HSR Act and as set forth in Section 3.1(b) of the Disclosure Schedule, Member is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to execute this Agreement or the other Transaction Documents to which it is or shall be a party, consummate the transactions contemplated by, or otherwise perform its obligations under, this Agreement or the other Transaction Documents to which it is or shall be a party.
Sample 1
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Authorization of Transaction; Governmental Authorizations. Each Nexus Company has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or shall be a party and to perform such Nexus Company’s obligations hereunder and thereunder, and the execution, delivery and performance by such Nexus Company of this Agreement and the other Transaction Documents to which it is or shall be a party have been duly and validly authorized and approved by all necessary limited partnership or limited liability company action of such Nexus Company. This Agreement and the other Transaction Documents to which it is or shall be a party constitute (or upon execution will constitute) the valid and legally binding obligation of each Nexus Company enforceable in accordance with their respective terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law). Except for filings under the HSR Act and as set forth in Section 4.1(c) of the Disclosure Schedule or Section 4.1(f) of the Disclosure Schedule, no Nexus Company is required to give any notice to, to make any filing with, to or obtain any authorization, consent, or approval of any Governmental Authority in order to execute this Agreement or the other Transaction Documents to which it is or shall be a party, to consummate the transactions contemplated by, or to otherwise perform such Nexus Company’s obligations under, this Agreement or the other Transaction Documents to which it is or shall be a party.
Sample 1

Related to Authorization of Transaction; Governmental Authorizations

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Corporate and Governmental Authorization No --------------------------------------------

  • Compliance with Legal Requirements; Governmental Authorizations (a) Except as set forth in Schedule 3.14:

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Governmental Authorizations and Regulations Schedule 2.15 lists all licenses, franchises, permits and other governmental authorizations held by Seller material to the use of the Purchased Assets. Such licenses, franchises, permits and other governmental authorizations are valid, and Seller has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. Except as set forth on Schedule 2.15, Seller holds all licenses, franchises, permits and other governmental authorizations, the absence of any of which could have a material adverse effect on the use of the Purchased Assets.

  • Corporate and Governmental Authorization; Contravention The execution, delivery and performance by each Obligor of this Agreement and the other Credit Documents to which it is a party are within such Obligor’s corporate, limited liability or partnership powers, have been duly authorized by all necessary corporate, limited liability company or partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official (except such as have been completed or made and are in full force and effect) and do not contravene, or constitute a default under, any provision of (x) applicable law or regulation, (y) the articles of incorporation or by-laws or other constituent documents of such Obligor or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon any Obligor or any Material Subsidiary or result in the creation or imposition of any Lien on any asset of any Obligor or any Material Subsidiary, except in each case referred to in the foregoing clauses (x) and (z) to the extent such contravention or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws; Governmental Authorizations 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement.

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

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