Obligations; Authorizations Sample Clauses

Obligations; Authorizations. Neither the Company nor the Seller are (i) in violation of any judgment, order, injunction, award or decree which is binding on any of them or any of their assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of the transaction contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him or it, or to his or its assets, operations or businesses which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transaction contemplated hereby.
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Obligations; Authorizations. Each of the Sellers is not (i) in violation of any judgment, order, injunction, award or decree which is binding on him, her or it, or any of his, her or its assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of the transaction contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him, her or it, or to his, her or its assets, operations or businesses which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transaction contemplated hereby.
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Obligations; Authorizations. Seller is not (i) in violation of any judgment, order, injunction, award or decree which is binding on it or any of its assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of the transactions contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to her or her assets, operations or business which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transactions contemplated hereby.
Sample 1
Obligations; Authorizations. To the best knowledge of CHC: (i) CHC is not in violation of any judgment, injunction, award or decree which is binding on CHC or any of its assets, properties, operations, securities or business or which would affect the consummation of the transactions contemplated hereby; (ii) CHC has in all material respects performed all obligations required to be performed by it under, is not in default in any material respect under, in violation in any material respect of, aware of any material default or violation by any other party to, and has not breached any material representation or incurred any contingent liability contained in, any of the oral and written contracts and agreements to which CHC is a party or by which CHC is bound (the "CHC Agreements"); (iii) there is no pending or, to the best knowledge of CHC, threatened claim that operations pursuant to any of the CHC Agreements have been improperly conducted or maintained or which would lessen the rights of CHC thereunder; and, to the best knowledge of CHC, no event has occurred and no condition exists that would increase the obligations or costs of CHC thereunder in any manner or amount that would be material to such CHC Agreements standing alone; (iv) all material licenses, permits and other governmental authorizations that are required for the ownership, operation and maintenance of the CHC's business as now owned, operated and maintained have been obtained and are valid and sufficient for such ownership, operation, maintenance and location and are in full force and effect; (v) and CHC has not taken any action, or failed to take any action, or permitted or allowed to exist any condition, which, with notice or lapse of time, or both, would result in the termination, cancellation or forfeiture of, or cause a default under, any such license, permit or other governmental authorization.
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Obligations; Authorizations. The Seller is not (i) in violation of any judgment, order, injunction, award or decree which is binding on him or any of his assets, properties, operations or business; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him or to his assets, operations or businesses.
Sample 1
Obligations; Authorizations. Company is not in violation of any judgment, order, injunction, award or decree which is binding on it or any of its assets, properties, operations, securities or business or which could reasonably be expected to affect the consummation of the transactions contemplated hereby. Company has performed all material obligations required to be performed by it under, is not in default under, in violation of, aware of any default or violation by any other party to, and has not breached any representation or incurred any contingent liability contained in, any of the Company Agreements. All of the Company Agreements are valid, binding and enforceable in accordance with their respective terms and in full force and effect. There is no pending or threatened claim that operations pursuant to any of the Company Agreements have been improperly conducted or maintained or which would lessen the rights of Company thereunder nor is there any basis for any such claim; and no event has occurred and no condition exists that would increase the obligations or costs of Company thereunder. All licenses, permits and other governmental authorizations, approvals and certifications that are material to the ownership, operation and maintenance of the Property and the Business as now owned, operated and maintained have been obtained and are valid and sufficient for such ownership, operation and maintenance; are in full force and effect and are renewable in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. Company has not taken or failed to take any action, or permitted or allowed to exist any condition, which, with notice or lapse of time, or both, should reasonably be expected to result in the termination, cancellation or forfeiture of, or cause a default under, any such license, permit or other governmental authorization. Schedule 3.9 contains a list and description of all such licenses, permits and other governmental authorizations.
Sample 1
Obligations; Authorizations. The Seller is not (i) in violation of any judgment, order, injunction, award or decree which is binding on her or any of her assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of the transaction contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him, her or it, or to his, her or its assets, operations or businesses which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transaction contemplated hereby.
Sample 1
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Related to Obligations; Authorizations

  • 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.

  • Borrower's Authorization Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.

  • 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.

  • 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.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • 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.

  • Compliance with Law; Authorizations The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.

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