Execution and Delivery of the Agreement Sample Clauses

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement has been duly authorized by the Board of Directors of GAT and, this Agreement will be duly and validly authorized by all necessary corporate action on the part of GAT. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, duly executed and delivered by GAT and (assuming due execution and delivery by and enforceability against BARRA) constitute legal and binding obligations of GAT, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws effecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (c) The execution and delivery by GAT of this Agreement and the consummation of the transactions described herein (A) do not violate any provision of the Certificate of Incorporation or Bylaws of GAT or Innosearch, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approval, (3) receipt of appropriate permits or approvals under applicable federal and state securities laws, and (4) accuracy of the representations of BARRA set forth herein), and (B) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party upon any of the properties or assets of GAT or Innosearch. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or ot...
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Execution and Delivery of the Agreement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.
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Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement have been duly authorized by the Board of Directors of BANK and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of BANCORP Common Stock at a meeting of shareholders duly called and held and this Agreement and the Merger have been duly approved by BANCORP as the sole shareholder of BANK, this Agreement and the Merger will be duly and validly authorized by all necessary corporate action on the part of BANK. (ii) This Agreement has been duly executed and delivered by BANK and (assuming due execution and delivery by and enforceability against PACIFIC) constitutes the legal and binding obligations of BANK. (iii) The execution and delivery by BANK of this Agreement and the consummation of the transactions herein do not violate any provision of the Articles of Incorporation or Bylaws of BANK, any provision of federal or state law or any governmental rule or regulation (assuming receipt of the Government Approvals and the accuracy of the representations and warranties of PACIFIC set forth herein) and do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which BANK is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which BANK is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge,
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Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement has been duly and validly authorized by the Boards of Directors of WABC and Westamerica and this Agreement will be duly and validly authorized by all necessary corporate action on the part of WABC and Westamerica. (ii) This Agreement has been duly executed and delivered by WABC and Westamerica and (assuming due execution and delivery by KSB) constitutes a legal and binding obligation of WABC and Westamerica (subject to applicable bankruptcy, insolvency and civil laws affecting creditors' rights generally, and subject, as to enforceability, to equitable principles of general applicability). (iii) The execution and delivery by WABC and Westamerica of this Agreement and the consummation of the transactions herein contemplated (A) do not and will not violate any provision of the Articles of Incorporation or Bylaws of WABC or Westamerica, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) due registration of the WABC Shares under the 1933 Act, (3) receipt of appropriate permits or approvals under state securities or "blue sky" laws, and (4) accuracy of the representations of KSB set forth herein, and (B) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which WABC or Westamerica is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which WABC or Westamerica is subject, or constitute a default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of WABC and Westamerica.
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Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement has been duly and validly authorized by the Board of Directors of PACIFIC and this Agreement will be duly and validly authorized by all necessary corporate action on the part of PACIFIC. (ii) This Agreement has been duly executed and delivered by PACIFIC and (assuming due execution and delivery by and enforceability against BANCORP) constitutes a legal and binding obligation of PACIFIC. (iii) The execution and delivery by PACIFIC of this Agreement and the consummation of the transactions herein contemplated do not and will not violate any provision of the Articles of Association or Bylaws of PACIFIC, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, and (2) accuracy of the representations of BANCORP and BANK set forth herein), and do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which PACIFIC is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which PACIFIC is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of PACIFIC.
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Execution and Delivery of the Agreement. The execution and delivery of this agreement shall occur at the offices of Cxxxxxx and Cxxxxx LLP, 100 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 prior to 10:00 a.m. Chicago time, at a closing on January 12, 2018 or on such other Business Day thereafter on or prior to January 16, 2018 and/or such other place as may be agreed upon by the Company and MetLife.
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Execution and Delivery of the Agreement. The execution and delivery of this Agreement and the Agreement of Merger have been duly authorized by the Board of Directors of BNKA and, when the principal terms of the Merger, this Agreement and the Agreement of Merger have been duly approved by the affirmative vote of the holders of the majority of the outstanding BNKA Shares either at a meeting of shareholders duly called and held or by action taken without a meeting pursuant to the BNKA Articles, Bylaws and California law, the Merger, this Agreement and the Agreement of Merger will be duly and validly authorized by all necessary corporate action on the part of BNKA.
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Execution and Delivery of the Agreement. The execution and delivery of the Agreement and related documents executed or delivered by Corporation and the consummation of the transactions contemplated thereby: (i) have been duly authorized by Corporation's Board of Directors (a copy of the resolutions unanimously adopted by said Board prior to signing of this Agreement and duly signed attached hereto as Exhibit 2.3) and all other actions required under the terms and provisions of Corporation's governing instruments, the laws governing its formation and of any jurisdictions in which its properties or assets are located and any other applicable requirements of governmental authority; (ii) create legal, valid and binding obligations on each of the Sellers and the
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Execution and Delivery of the Agreement. Effective Date of this Amendment: -------------------------------- August 1, 2001
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Related to Execution and Delivery of the Agreement

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

  • Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

  • Execution and Delivery The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • Execution and Delivery of Guaranty The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor.

  • Execution and Delivery of Guarantee To further evidence its Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form of Exhibit E hereto (each, a “Notation of Guarantee”), shall be endorsed on each Note authenticated and delivered by the Trustee. Such Notation of Guarantee shall be executed on behalf of each Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of such Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Notation of Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a Notation of Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Notation of Guarantee is endorsed or at any time thereafter, such Guarantor’s Notation of Guarantee of such Note shall nevertheless be valid. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of each Guarantor.

  • Authorization, Execution and Delivery The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.

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