Borrower's Authorizations Sample Clauses

Borrower's Authorizations. PSS shall have delivered to Agent
Borrower's Authorizations. Each of the Borrowers shall have delivered to the Agent: (i) a copy, certified by its Secretary, of the resolutions of its Board of Directors authorizing and approving the execution and delivery of and performance under this Agreement and the other Loan Documents, the borrowings provided for hereunder; (ii) its articles of incorporation, certified by its Secretary; (iii) a good standing or subsistence certificate certified by the Secretary of State of the state of its jurisdiction of incorporation as of a date within twenty (20) days of the Closing Date; (iv) a copy of its By-Laws, as currently in effect, certified by its Secretary; and (v) an incumbency certificate reflecting that the officers of the Borrowers who have executed the Loan Documents on their behalf are duly authorized and empowered to do so.
Borrower's Authorizations. 6.1 The BORROWER explicitly authorizes the SLB to share information with the Borrower’s indicated Tertiary Institution of Study regarding the Borrower’s academic, registration, personal contact and other information required to facilitate the registration and completion of the Borrower’s loan application, and disbursement of funds to the Tertiary Institution on the Borrower’s behalf. 6.2 The BORROWER explicitly authorizes the SLB to provide continuous updates to the Guarantors on the Borrower’s loan status, payment pattern, contact details and any other information relating to the loan account. 6.3 The BORROWER explicitly authorizes the SLB to request any unused portion of the sum disbursed for a specific academic year and/or semester(s) be returned by the respective tertiary institution of study, and to credit the borrower’s account with the said sum at the end of that period thereby reducing the liability. 6.4 The BORROWER explicitly authorizes that in the event there are arrears on the Borrower’s account to apply a charge per month until the account is made current. 6.5 The BORROWER explicitly authorizes the SLB, in the event of default and failure of the borrower and/or Guarantors to bring the account current one month after written notice of the said breach, to effect a salary deduction order to deduct the BORROWER’s wages, income and other benefits due to the Borrower directly from present or future employers. The sum endorsed thereon in these circumstances will be derived from the total arrears, which includes principal arrears, interest arrears as per contract and any late fees or charges on the account at the time of enforcement, payable in monthly installments. 6.6 The BORROWER expressly authorizes his/her employer(s) in the event of arrears/default to effect the salary deduction orders sent from the SLB to deduct from the BORROWER’s wages, income and other benefits due to the Borrower at source and to remit same to the SLB directly. The Borrower expressly agrees to indemnify both the employer(s) and the SLB for any effects whatsoever, losses, damages or any other liabilities that may arise from such deductions being made. 6.7 The BORROWER explicitly authorizes the TERTIARY INSTITUTION to which a Student Loan(s) was disbursed for a particular course of study being pursued by the BORROWER to place a lien on and/or withhold the granting of any and all degrees, diplomas, certificates transcripts, referrals or other qualification and the associated r...
Borrower's Authorizations. (1) 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; (B) 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 date within ten (10) days of the Closing Date; and (D) a copy of the Borrower's By-Laws, as currently in effect, certified by the Borrower's Secretary or Assistant Secretary.
Borrower's Authorizations. (i) Borrower shall have delivered to Lender: (A) a copy, certified by the Members of Borrower, of the minutes or resolutions of Borrower authorizing and approving the execution and delivery of and performance under this Agreement and the other Loan Documents to which Borrower is a party, the borrowings provided for hereunder and the creation of the collateral security interests for which the Security Documents provide; (B) a copy of Borrower’s Operating Agreement and all supplements and amendments thereto; (C) a copy of Borrower’s Certificate of Formation, filed with the State of Delaware and certified by all parties thereto; (D) Tax Lien Certificates evidencing no tax liens against Borrower or Guarantors; and (E) a current incumbency certificate, setting forth the names and titles of the incumbent members of Borrower. (ii) Borrower shall have delivered to Lender on behalf the Guarantors: (A) a copy, certified by the Secretary of each Guarantor, of the minutes or resolutions of each Guarantor authorizing and approving the execution and delivery of and performance under this Agreement and the other Loan Documents by each Guarantor, the borrowings provided for hereunder and the creation of the collateral security interests for which the Security Documents provide; (B) a copy of each Guarantor’s Articles of Incorporation and any amendments filed with the State of Delaware and certified copies of each Guarantor’s Bylaws; (C) Tax Lien Certificates evidencing no tax liens against each Guarantor; and (D) current incumbency certificates, setting forth the names and titles of the incumbent officers of each Guarantor. (iii) Borrower shall have delivered to Lender on behalf Unilife Medical Solutions, Ltd.: a copy of Unilife Medical Solutions, Ltd.’s Articles of Incorporation, or the Austrialian equivalent, and a certified copy of Unilife Medical Solutions, Ltd.’s Bylaws, or the Austrialian equivalent.

Related to Borrower's Authorizations

  • 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.

  • Permits, Authorizations, Etc Buyers shall have obtained ----------------------------- any and all material permits, authorizations, consents, waivers and approvals required for the lawful consummation of the Merger.

  • 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.

  • 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.

  • WORK AUTHORIZATIONS The State will issue work authorizations using the form included in Attachment D (Work Authorizations and Supplemental Work Authorizations) to authorize all work under this contract. The Engineer must sign and return a work authorization within seven (7) working days after receipt. Refusal to accept a work authorization may be grounds for termination of the contract. The State shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to work not directly associated with or prior to the execution of a work authorization. Terms and conditions governing the use of work authorizations are set forth in Attachment A, General Provisions, Article 1.

  • 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; No Conflicts; Authority This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s charter or by-laws or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause (A) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except such as may be required under the Act, the rules of the Financial Industry Regulatory Authority (“FINRA”) or state securities or blue sky laws; and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.

  • 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. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

  • Government Authorizations No Consent of, with or to any Governmental Authority is required to be obtained or made by or with respect to Buyer or any of its Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents by Buyer or the consummation by Buyer of the transactions contemplated hereby and thereby, except for (a) required filings under the HSR Act, (b) as set forth on Section 5.4 of the Buyer Disclosure Schedule, and (c) Consents not required to be made or given until after Closing.

  • Pledgor’s Authority No authorization, approval or action by, and no notice or filing with any Governmental Authority, the issuer of any Pledged Capital Stock or third party is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement or (ii) for the exercise by the Administrative Agent or the Lenders of their rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities).