Due Authorization and Execution, Etc Sample Clauses
The "Due Authorization and Execution" clause confirms that each party entering into the agreement has the legal authority and capacity to do so, and that all necessary corporate or organizational actions have been taken to approve the agreement. In practice, this means that the individuals signing the contract are properly empowered by their respective organizations, and that all required internal approvals, such as board resolutions or shareholder consents, have been obtained. This clause serves to assure both parties that the agreement is validly executed and enforceable, thereby reducing the risk of future disputes over the authority or legitimacy of the signatories.
Due Authorization and Execution, Etc. The execution, delivery and performance by the Borrower and each of its Subsidiaries of each Loan Document and each Other Transaction Document to which it is or will be a party and the consummation of the Acquisition and the transactions contemplated by the Loan Documents and Other Transaction Documents are within the Borrower's and such Subsidiary's corporate powers (or its partnership powers, in the case of each Subsidiary that is a partnership), have been duly authorized by all necessary corporate action (or all necessary action of the partners, in the case of each Subsidiary that is a partnership) and do not and will not (i) require any consent or approval of the stockholders or partners of the Borrower or such Subsidiary except such consents and approvals as shall have been duly obtained and shall be in full force and effect, (ii) contravene the Borrower's or such Subsidiary's certificate of incorporation or by-laws, in the case of each Subsidiary that is a corporation, or the partnership agreement governing such Subsidiary, in the case of each Subsidiary that is a partnership, (iii) violate any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award or any contractual restriction binding on or affecting the Borrower or such Subsidiary, or any of their respective properties, or (iv) result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than pursuant to the Loan Documents hereunder and pursuant to Collateral Documents upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of its Subsidiaries). Neither the Borrower nor any of its Subsidiaries is in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or restriction.
Due Authorization and Execution, Etc. The execution, delivery and performance by each Loan Party of this Agreement, the Note, and each other Loan Document to which it is or is to be a party and the consummation of the transactions contemplated hereby, are within such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) such Loan Party's charter or by-laws or (ii) any law, regulation (including, without limitation, Regulation U or X of the Board of Governors of the Federal Reserve System) or any contractual or legal restriction binding on or affecting any Loan Party.
Due Authorization and Execution, Etc. The execution, delivery and performance by the Borrower of this Security Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders or any creditors of the Borrower, (ii) contravene (A) the Borrower's charter or by-laws, or (B) to the Borrower's knowledge any material law, rule or regulation, applicable to the Borrower or any material contractual restriction binding on or affecting the Borrower or any of its material properties, (iii) result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than pursuant hereto) upon or with respect to any of the Borrower's properties, and (iv) to the Borrower's knowledge result in a breach or violation of any material agreement, instrument or document to which the Borrower is a party or by which it or its property may be bound. To the Borrower's knowledge, the Borrower is not in material default under any such law, rule or regulation, or any such contractual restriction, which default would have a Material Adverse Effect.
Due Authorization and Execution, Etc. The execution, delivery and performance by GNCI of this Guaranty and the consummation of the transactions contemplated hereby, are within GNCI's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene GNCI's charter or bylaws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting GNCI or any of its properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of GNCI. GNCI is not in violation of any other law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could have a Material Adverse Effect.
Due Authorization and Execution, Etc. The execution, delivery and performance (including the incurrence of the Obligations hereunder) by the Guarantor of this Guaranty are within the Guarantor's powers, have been duly authorized by all necessary action and do not and will not (i) require any consent or approval of any shareholder of the Guarantor, (ii) contravene (A) the Guarantor's Articles of Incorporation, or (B) any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contractual restriction binding on or affecting the Guarantor or any of its properties, and (iii) result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than pursuant hereto) upon or with respect to any of the Guarantor's properties. The Guarantor is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such contractual restriction, which default would have a Material Adverse Effect on the Guarantor or otherwise on the ability of the Guarantor to carry out its obligations under this Guaranty.
Due Authorization and Execution, Etc. The execution, delivery and performance by Tenant of this Lease, and the consummation of the transactions contemplated herein, are within the Tenant's powers, have been duly authorized by all necessary action, do not contravene: (i) Tenant's organizational documents; or (ii) any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any material contractual restriction binding on or affecting Tenant or any of its properties and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of Tenant's properties. Tenant is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, award or restriction.
Due Authorization and Execution, Etc. The execution, delivery and performance by the Borrower of each Loan Document to which it is or will be a party, and the consummation of the transactions contemplated thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Borrower's certificate of incorporation or by-laws, or (ii) any law, rule, regulation (including, without limitation, Regulation G, T, W and X of the Board of Governors of the Federal Reserve System and the HMO Regulations), order, writ, judgment, injunction, decree, determination or award or any material contractual restriction binding on or affecting the Borrower or its Subsidiaries or any of their respective properties, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of the Borrower's or its Subsidiaries' properties. Neither the Borrower nor any of its Subsidiaries is in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, award or restriction, in any respect which is likely to have a Material Adverse Effect.
Due Authorization and Execution, Etc. (a) The Company has the full corporate power and authority necessary to enter into and perform its obligations under this Agreement and the other Transactions Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance of this Agreement and the Transactions Documents by the Company have been approved by all necessary action of the Board of Directors and stockholders of the Company.
(c) This Agreement has been and the other Transaction Documents to which the Company is a party when executed and delivered will be, duly executed and delivered by the Company and each such agreement constitutes, or will constitute when executed and delivered, a legal, valid and binding obligation of the Company, except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws of general application affecting the enforceability of creditors' rights generally or by general principles of equity.
(d) Subject to obtaining the Consents and Permits listed on Schedule 3.3, neither the execution nor the delivery of the Transaction Documents by the Company nor the consummation of the transactions contemplated hereby will (i) conflict with or result in any violation of or constitute a breach of or default under any terms, conditions or provisions of (i) the organizational documents or by-laws of the Company, or (ii) any applicable Laws, subject only to compliance with Section 500 of the California General Corporation Law, or (iii) any Contract listed on Schedule 4.15, or (b) result in the creation of any Lien on any of the Shares or any of the assets of the Company.