Borrower Authorizations Sample Clauses

Borrower Authorizations. All authorizations (if any) of the board of directors and stockholders of the Borrower required by the Delaware General Corporation Law or the certificate of incorporation or bylaws by the Borrower to approve the transactions effected pursuant to the Loan Documents shall have been obtained and shall be in full force and effect.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Borrower Authorizations. Borrower shall have provided Lender copies of the resolutions of the Borrower’s Board of Directors (the “Board”) authorizing, approving and ratifying this Agreement and the other Loan Documents and the transactions contemplated herein and therein, as applicable, duly adopted by the Board, together with a certificate of an authorized officer of Borrower, dated the date hereof, stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of the Board and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the date hereof.
Sample 1Sample 2Sample 3
Borrower Authorizations. Xxxxxx Xxx shall have received a Certificate of Xxxxxxxx, in form and substance satisfactory to Xxxxxx Xxx, with the following attachments, in each case in form and substance satisfactory to Xxxxxx Xxx: (i) resolutions of the board of directors, board of managers, manager, managing member or similar governing body of Xxxxxxxx approving and authorizing the execution, delivery and performance of this Amendment as of the date hereof, certified as of the date hereof by its secretary, an assistant secretary or other authorized officer as being in full force and effect without modification or amendment, (ii) a certification of the names and true signatures of the officers of Borrower authorized to sign this Amendment and the other documents required to be delivered hereunder, (iii) a good standing certificate of Borrower from the applicable Governmental Authority of Borrower’s jurisdiction of formation and (iv) copies of each organizational document of Borrower, in each case, to the extent applicable, certified as of a recent date prior to the date hereof by the appropriate Governmental Authority. 5 To be included for the following properties: 1. Waterford at Fairfield; 2. Waterford at Mansfield; 3. Waterford at Levis Commons; and 4. Wellington at Dayton. Waiver and [First] Amendment to Multifamily Loan and Security Agreement 13
Sample 1
Borrower Authorizations. Xxxxxx Xxx shall have received a Certificate of Borrower, in form and substance satisfactory to Xxxxxx Xxx, with the following attachments, in each case in form and substance satisfactory to Xxxxxx Xxx: (i) resolutions of the board of directors, board of managers, manager, managing member or similar governing body of each Borrower approving and authorizing the execution, delivery and performance of this Amendment as of the date hereof, Waiver and Third Amendment to Master Credit Facility Agreement 19 certified as of the date hereof by its secretary, an assistant secretary or other authorized officer as being in full force and effect without modification or amendment, (ii) a certification of the names and true signatures of the officers of each Borrower authorized to sign this Amendment and the other documents required to be delivered hereunder, (iii) a good standing certificate of each Borrower from the applicable Governmental Authority of each Borrower’s jurisdiction of formation and (iv) copies of each organizational document of each Borrower, in each case, to the extent applicable, certified as of a recent date prior to the date hereof by the appropriate Governmental Authority.
Sample 1
Borrower Authorizations. The Borrower hereby authorizes the Agent ----------------------- and/or the Lenders to make Revolving Credit Loans on the first day of each month, and to disburse the proceeds thereof to Term Lender, in amounts necessary to pay all accrued and unpaid interest that Borrower is obligated to pay each month to Term Lender pursuant to the Term Loan and Security Agreement. Such Revolving Credit Loans may be disbursed by wire transfer pursuant to instructions provided by the Term Lender to the Agent in writing at least two Business Days in advance of each such requested Revolving Credit Loan. Agent and Lenders are authorized to rely upon any statement or writing from Term Lender regarding the amount of interest accrued and payable on any date and, in the event of any dispute by Borrower regarding such amount, such dispute shall be resolved by Borrower directly with Term Lender and shall not affect Borrower's liability for any funding made by Agent or Lenders in reliance upon any representation from Term Lender. Borrower acknowledges that this authorization shall not obligate Lenders or Agent to honor requests by the Borrower for Revolving Credit Loans and that each funding by Lenders and Agent of Revolving Credit Loans is subject, at all times, to all of the terms, conditions and covenants in the Revolving Loan Agreement and subject to the continued satisfaction of each of the Forbearance Conditions. Borrower may revoke the foregoing authorization by giving the Agent and Lenders written notice of such revocation at least two Business Days in advance of any such requested Revolving Credit Loan. The Borrower also authorizes Agent and each Lender to provide to Term Lender at any time or times (but without any obligation to do so) copies of any and all Borrowing Base Certificates provided to Agent or Lenders by Borrower under the Loan Agreement.
Sample 1
Borrower Authorizations. (i) The Borrower shall have delivered to Lender: (A) a copy, certified by the Secretary of the Borrower, of the resolutions of the Board of Directors of the Borrower authorizing and approving the execution and delivery of and performance under this Agreement and the other Loan Documents, the borrowings provided for hereunder and the creation of the collateral security interests for which the Security Documents provide; (B) a copy of the Borrower’s articles or certificate of incorporation, certified by the Secretary of State of the state of the Borrower’s incorporation as of a recent date; (C) a good standing or subsistence certificate with respect to the Borrower certified by the Secretary of State of the state of the Borrower’s incorporation as of a recent date; (D) a copy of the Borrower’s By-Laws, as currently in effect, certified by such Borrower’s Secretary or Assistant Secretary; (ii) The Secretary of the Borrower shall have duly executed and delivered to the Lender a certificate of incumbency, in form and substance satisfactory to the Lender.
Sample 1
Borrower Authorizations. The Successor Agent shall have received certified copies of resolutions of the Board of Directors of each Loan Party approving the execution, delivery and performance of this Amendment, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Notes.
Sample 1
AutoNDA by SimpleDocs

Related to Borrower Authorizations

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • Borrower's Authorization Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.

  • 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.

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • Power, Authority, Consents The Borrower has the power to execute, deliver and perform this Loan Agreement, the Promissory Note and Pledge Agreement, all of which have been duly authorized by all necessary and proper corporate or other action.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • Prior Authorization A determination to authorize a Provider’s request, pursuant to services covered in the MississippiCAN Program, to provide a service or course of treatment of a specific duration and scope to a Member prior to the initiation or continuation of the service.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • ACH Authorization Merchant authorizes Bank or its agents or designated representatives to initiate debit and credit entries and adjustments to the Settlement Account or the Reserve Account (described in Section 13 of the MPA) through the ACH settlement process for amounts due under the Merchant Agreement. This authorization will remain in full force and effect until termination of the Merchant Agreement and the full and final payment of all obligations of Merchant due under the Merchant Agreement. Merchant acknowledges and agrees that Bank will not be liable for any delays in receipt of funds, any failure by Merchant to receive funds, or errors in debit or credit entries caused by Merchant, or third parties, including but not limited to any Card Association or any financial institution.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!