General Authorizations Sample Clauses

General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the records of the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 SECRETARY OF STATE [SEAL OF STATE OF NEVADA] STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING I, XXXX XXXXXX, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify th...
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General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an Original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the records of the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 SECRETARY OF STATE STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING I, XXXX XXXXXX, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Neva...
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General Authorizations. The Debtors and the Reorganized Debtors ---------------------- are authorized and empowered pursuant to Sections 105 and 1142(b) of the Bankruptcy Code, and as applicable, Section 303 of the General Corporation Law of the State of Delaware, 8 Del. Code (S) 303, and any other applicable state ---- ---- law to take any and all actions reasonably necessary to implement the transactions contemplated by the Confirmation Order (including without limitation transactions contemplated by the Plan and Plan Documents as confirmed under the Confirmation Order), all without further corporate action or action by (or vote of) directors or stockholders of the Debtors or Reorganized Debtors, including, without limitation, the following: (a) to reconstitute the board of directors of each Reorganized Debtor; (b) to amend the Reorganized Debtors' respective certificates of incorporation and by-laws, including without limitation to effectuate a change of name with respect to Reorganized Vencor and certain of the other Reorganized Debtors, provided that any such amended certificates of incorporation and amended bylaws shall continue to prohibit the issuance of non-voting equity securities; (c) to merge any or all of the Debtors; (d) to enter into, execute and deliver the Exit Facility and the Plan Documents, including without limitation the New Senior Secured Credit Agreement, the New Senior Secured Notes, the New Collateral Documents, the Amended Ventas Leases, the Registration Rights Agreement, the New Warrant Agreement and the Tax Refund Escrow Agreement; (e) to adopt and implement the Long-Term Incentive Plan, the Restricted Share Plan and the New Stock Option Plan, and to pay the Performance Bonuses and Retention Bonuses, to the extent not previously authorized by the Court and/or paid by the Debtors; and (f) to authorize the appropriate officers of the Reorganized Debtors to execute any documents, instruments or agreements necessary, and perform any act that is desirable or required to comply with the terms and conditions of the Plan and consummation of the Plan, including all documents necessary and appropriate to execute and consummate the Exit Facility. Such actions are approved in all respects and shall be deemed to have occurred and be effective on the Effective Date.
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General Authorizations. The parties acknowledge and agree to the following, subject to all terms and conditions of this Operating Agreement :
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General Authorizations. RESOLVED, that any other proper officer of the Company (each, an “Authorized Person”), be, and each hereby is, authorized to file a copy of this written consent in the minute book of the Company, and to certify a copy of any written resolutions having been adopted by the Sole Stockholder; and be it further RESOLVED, that each of the Authorized Officers be, and each of them hereby is, authorized to make, execute, file and deliver any and all consents, certificates, documents, instruments, amendments, papers or writings as may be required in connection with or in furtherance of the foregoing resolutions, and to do any and all other acts necessary or desirable to effectuate the foregoing resolutions and the purposes and intent thereof, the execution and delivery thereof by such Authorized Officer(s) to be deemed conclusive evidence of the approval by the Company of the terms, provisions and conditions thereof, expenditures paid or actions so taken; and be it further RESOLVED, that any and all actions heretofore or hereafter taken by such Authorized Officers within the terms of the foregoing resolutions be, and each hereby is, ratified and confirmed as the act and deed of the Company.
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General Authorizations. (a) Subject to the terms of Section 7.2(b) below, the Company irrevocably authorizes the Secured Party at any time and from time to time in the sole discretion of the Secured Party, and irrevocably appoints the Secured Party as its attorney-in-fact to act on behalf of the Company, in the name of the Company or otherwise, from time to time in the Secured Party's discretion, to take any action and to execute any instrument which is reasonably necessary or advisable to accomplish the purposes of this Security Agreement, including without limitation (a) to file financing statements necessary or desirable in the Secured Party's sole discretion to perfect and to maintain the perfection and priority of the Secured Party's security interest in the Collateral; (b) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement in such offices as the Secured Party in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Secured Party's security interest in the Collateral; (c) to cause the proceeds of any Collateral received by the Secured Party to be applied to the Obligations; and (d) to do all things necessary to carry out this Security Agreement.
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General Authorizations. I certify Corporation authorizes and agrees that:
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General Authorizations. The officers and managers of the parties, and from and after the Effective Time, the officers and managers of the Surviving Entity, shall be and hereby are authorized to execute, acknowledge and deliver all instruments and do all acts and things necessary or desirable and proper to effect the Merger and to carry out the purposes of this Agreement and Plan of Merger.
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Related to General Authorizations

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Authorizations Evidence that the execution, delivery and performance by the Borrower of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.

  • 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.

  • 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.

  • 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 the Applicable Closing.

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

  • Authorizations and Filings No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement, the Note or the other Loan Documents, consummation of the transactions herein or therein contemplated or performance of or compliance with the terms and conditions hereof or thereof.

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