Guarantor Authorization Sample Clauses

Guarantor Authorization. The execution, delivery and performance by each Guarantor of the Guaranty to which it is a party, has been duly authorized by all necessary corporate, company or partnership action of such Guarantor, do not require any shareholder approval or the approval or consent of any trustee or the holders of any Indebtedness of such Guarantor, except such as have been obtained (certified copies thereof having been delivered to the Agent), do not contravene any law, regulation, rule or order binding on it or its Organizational Documents and do not contravene the provisions of or constitute a default under any material indenture, mortgage, contract or other agreement or instrument to which such Guarantor is a party or by which such Guarantor or any of its properties may be bound or affected.
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Guarantor Authorization. The Agreement, the Guaranty Agreement and the Subordination Agreement have been duly authorized on the part of the Guarantor, have been duly executed and delivered by an authorized officer of the Guarantor and constitute the legal, valid and binding obligations of the Guarantor, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in equity or at law. The compliance by the Guarantor with all of the provisions of this Agreement, of the Guaranty Agreement and of the Subordination Agreement (i) are within the corporate powers of the Guarantor, (ii) have been duly authorized by proper corporate action, (iii) are legal, (iv) will not violate any provisions of any law or regulation or order of any court, governmental authority or agency and (v) will not result in any breach of any of the provisions of, or constitute a default under, or result in the creation of any Lien on any Property of the Guarantor or any Subsidiary under the provisions of, any charter document, by-law, loan agreement or other agreement or instrument to which the Guarantor or any Subsidiary is a party or by which any of them or their Property may be bound.
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Guarantor Authorization. No later than 60 days after the Third Amendment Effective Date, the Issuer shall provide a certificate or certificates of a duly authorized officer of the Issuer attaching true and complete copies of resolutions or a written consent of the board of directors of the Guarantors listed on Schedule 7.01(w) hereto authorizing the execution, delivery and performance of the Third Amendment and Limited Waiver to Securities Purchase Agreements dated as of October 8, 2009 and the issuance of the additional Notes thereunder.” 3.15 Section 7.02(a) of each of the SPAs is hereby amended by adding the following at the end thereof: “Notwithstanding anything to the contrary set forth in this Agreement or any other Note Document, any Lien upon or with respect to any of the properties of any Obligor arising from, or in connection with, any VAT Liability shall constitute an immediate Event of Default, except for Liens that may be deemed to arise on frozen assets not exceeding €610,343 with respect to that certain Various, Inc. credit card processing account administered by Global Collect, NV located in the Netherlands.” 3.16 Section 7.02(h) of each of the SPAs is hereby restated in its entirety:
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Guarantor Authorization. Guarantor represents and warrants to Lender that the execution, delivery, and performance by Guarantor of the Loan Documents have been duly authorized by all necessary action on the part of Guarantor and are not inconsistent with Guarantor’s Organizational Documents or any resolution of the Board of Directors of Guarantor, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Guarantor is a party or by which it is bound, and that upon execution and delivery hereof and thereof, the Loan Documents will constitute legal, valid, and binding agreements and obligations of Guarantor, enforceable in accordance with their respective terms.
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Guarantor Authorization. Saint Andrews Golf represents and waxxxxxx that the execution, delivery, and performance by Saint Andrews Golf of this Agreement, xxx Xontinuing Guaranty and all agreements, documents, obligations, and transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Saint Andrews Golf and are not inconxxxxxxx with Saint Andrews Golf's articles of incxxxxxxxion and bylaws or any resolution of the board of directors of Saint Andrews Golf, do not and will xxx xxxtravene any provision of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Saint Andrews Golf is a party or by xxxxx Xaint Andrews Golf is bound, and thax, xxxx their execution and delivery, of this Agreement and the Continuing Guaranty will constitute legal, valid, and binding agreements and obligations of Saint Andrews Golf, enforceable in axxxxxxxce with their respective terms. Las Vegas Golf represents and warrants that the execution, delivery, and performance by Las Vegas Golf of this Agreement, the Continuing Guaranty and all agreements, documents, obligations, and transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Las Vegas Golf and are not inconsistent with Las Vegas Golf's articles of incorporation and bylaws or any resolution of the board of directors of Las Vegas Golf, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Las Vegas Golf is a party or by which Las Vegas Golf is bound, and that, upon their execution and delivery, of this Agreement and the Continuing Guaranty will constitute legal, valid, and binding agreements and obligations of Las Vegas Golf, enforceable in accordance with their respective terms.
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Guarantor Authorization. The guaranty of Sonic Innovations, Inc., as described in Section 1.4(e), has been duly and validly authorized by all necessary action on the part of Sonic Innovations, Inc., and such guaranty (upon execution and delivery as provided herein) will be binding upon and enforceable against Sonic Innovations, Inc., in accordance with its terms.
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Guarantor Authorization. The execution, delivery and performance by Guarantor of this Agreement and the other Loan Documents to which Guarantor is a party, and any borrowing hereunder have been duly authorized by all necessary corporate action of Guarantor, do not require any shareholder approval or the approval or consent of any trustee or the holders of any Indebtedness of Guarantor, except such as have been obtained (certified copies thereof having been delivered to Agent), do not contravene any law, regulation, rule or order binding on Guarantor or the Certificate of Incorporation or Bylaws of Guarantor and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which Guarantor is a party or by which Guarantor or any of its properties may be bound or affected.
Sample 1
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Guarantor Authorization. For Guarantor, an Officer's Certificate of incumbency together with resolutions of its board of directors authorizing the execution and delivery of the Guarantee. MISCELLANEOUS DOCUMENTS:
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Related to Guarantor Authorization

  • 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.

  • 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.

  • 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.

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Power, Authorization and Validity (a) Company has the right, power and authority to enter into and perform its obligations under this Agreement and all Company Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • Corporate Power; Authorization; Enforceable Obligations Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

  • 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.

  • Power; Authorization; Enforceable Obligations Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 4.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

  • 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.

  • Corporate Power; Authorization The Borrower has the corporate power, and has been duly authorized by all requisite corporate action, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Borrower.

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