Necessary Authorization. Each Party represents and warrants that it has the necessary corporate and/or legal authority to enter into this Amendment and that individuals executing this Amendment have been duly authorized to do so and that such execution creates a valid, binding, and legally enforceable obligation of each Party. [signatures follow on next page]
Necessary Authorization. Any license, permit, consent, franchise, order, approval or authorization from, or any filing, recording or registration with, any Governmental Authority (including without limitation the FCC) necessary to the conduct of any business of the Issuer or any of its Subsidiaries or for the ownership, maintenance and operation by such Person of its Stations and other properties or to the performance by such Person of its obligations under any LMA Agreement.
Necessary Authorization. Any license, permit, consent, franchise, order, approval or authorization from, or any filing, recording or registration with, any Governmental Authority (including without limitation the FCC) necessary to the conduct of any business of the Borrower or any of its Subsidiaries or for the ownership, maintenance and operation by such Person of its Stations and other properties or to the performance by such Person of its obligations under any LMA Agreement. Net Cash Equity Issuance Proceeds. With respect to any Equity Issuance, the excess of the gross cash proceeds received by the issuer for such Equity Issuance after deduction of all reasonable and customary transaction expenses (including, without limitation, underwriting discounts and commissions) actually incurred in connection with such issuance. Net Cash Sale Proceeds. In respect of any Asset Sale or Asset Swap, the gross cash proceeds received by the Parent or any of its Subsidiaries, minus, the sum of (a) all reasonable out-of-pocket fees, commissions and other reasonable and customary direct expenses actually incurred in connection with such Asset Sale or Asset Swap, including any income taxes payable as a result of such Asset Sale and the amount of any transfer or documentary taxes required to be paid by such Person in connection with such Asset Sale or Asset Swap, plus (b) the aggregate amount of cash so received by such Person which is required to be used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Credit Agreement that was secured by a lien or security interest permitted by this Credit Agreement having priority over the liens and security interests (if any) of the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) with respect to such assets transferred and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangement or multiple advance arrangement, reduces any commitment thereunder) in connection with such Asset Sale or Asset Swap, plus (c) any cash reserve in an amount reasonably determined by the Borrower to be necessary in connection with indemnification obligations or potential post-closing purchase price adjustments relating to such Asset Sale or Asset Swap so long as the Administrative Agent holds such cash reserve amount as cash collateral pursuant to §4.6 hereof and the Borrower provides to the Administrative Agent an acc...
Necessary Authorization. Both the Company and the actual controller have the corresponding civil capacity and sufficient authority to sign and perform this Agreement. This Agreement, when signed, shall constitute a legal, valid and binding document for the parties.
Necessary Authorization. Company represents and warrants that the individual executing this Agreement has/have been authorized by all necessary Company action to sign such agreements and to issue such instructions as may be necessary to carry out the purpose and intent of the Agreement and to enable Company to receive Lockbox Service.
Necessary Authorization. Subject to the conditions listed in Section 8.2, each Party represents that it has the necessary corporate and legal authority to enter into this Agreement and to perform each and every duty and obligation imposed herein, including those set forth under the Schedules, and that this Agreement, when executed by the duly authorized representative of each Party, represents a valid, binding and enforceable legal obligation of such Party and that the consummation of the transactions contemplated herein will not violate any organizational documents, agreements or any applicable laws. Each individual affixing a signature to this Agreement represents and warrants that he or she has been duly authorized to execute this Agreement on behalf of the Party he or she represents, and that by signing the Agreement, a valid, binding and enforceable legal obligation of said Party has been created.
Necessary Authorization. Each Party represents that it has the necessary corporate and/or legal authority to enter into this Agreement and any agreed Transactions, and to perform each and every duty and obligation imposed by this Agreement, and that this Agreement, when executed by the duly authorized representatives of each Party, represents a valid, binding and enforceable legal obligation of each Party. Each individual affixing a signature to this Agreement represents and warrants that he or she has been duly authorized to execute this Agreement on behalf of the Party he or she represents, and that by signing the Agreement, a valid, binding and enforceable legal obligation of said Party has been created.
Necessary Authorization. Owner Participant has taken, or caused to be taken, all necessary action (including, without limitation, the obtaining of any consent or approval required by its partnership agreement or other governing documents) to authorize the execution and delivery of each of the Owner Participant Agreements, and the performance of its obligations thereunder.
Necessary Authorization. The Borrower and its Subsidiaries are not required to obtain any Necessary Authorization that has not already been obtained from, or effect any material filing or registration that has not already been effected with, any federal, state or local regulatory authority in connection with the execution and delivery of this Agreement or any other Loan Document, or the performance thereof, in accordance with their respective terms, including any borrowing hereunder. Absence of Default. No event has occurred or failed to occur, which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, or which with the passage of time or giving of notice or both would constitute, (i) an Event of Default or (ii) a default by the Borrower or any of its Subsidiaries under any indenture, agreement or other instrument, or any judgment, decree or order to which the Borrower or any of its Subsidiaries or by which they or any of their respective properties is bound, the result of which with respect to any default set forth in clause (ii) immediately preceding could reasonably be expected to have a Material Adverse Effect.
Necessary Authorization. 58 ARTICLE X: EVENT OF DEFAULT AND TERMINATION.............................58 10.1.
