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. 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.”
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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. 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. 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. 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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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.
Sample 1
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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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Related to Guarantor Authorization

  • GUARANTOR'S AUTHORIZATION TO LENDER Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

  • 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.

  • 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 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors.

  • 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).

  • 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 (or becomes) a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Prior to becoming a party thereto, each Loan Party will have 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 Spin-Off and 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 will have been obtained or made and will be in full force and effect on or prior to the Closing Date and (ii) the filings referred to in Section 4.19. Each Loan Document will have 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).

  • Corporate Power; Authorization The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to sell and issue the Warrant and Warrant Stock and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally.

  • 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.

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