Power and Authority, etc Sample Clauses

Power and Authority, etc. Executive has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Executive and constitutes a legal, valid and binding obligation of Executive, enforceable against Executive in accordance with its terms. Based upon his existing rights with respect to vested in-the-money Company Stock Options, Executive shall be entitled at the Closing to After Tax Option Proceeds in an amount sufficient to purchase the Escrow Securities.
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Power and Authority, etc. The Borrower and each Guarantor of Payment has the power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is party and has taken all necessary action to authorize the execution, delivery and performance of the Credit Documents to which it is party. The Borrower and each Guarantor of Payment has duly executed and delivered each Credit Document to which it is party and each Credit Document to which it is party constitutes the legal, valid and binding agreement or obligation of the Borrower and each such Guarantor of Payment, as the case may be, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
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Power and Authority, etc. 15 Section 3.05.
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Power and Authority, etc. Each Seller and the Company has full power and authority to enter into this Agreement and to consummate the Transactions. Sellers and the Company have taken all action required by law, the Company Charter and Company Bylaws or otherwise to authorize the execution and delivery of this Agreement and the consummation of Transactions, including all required approvals of the Sellers and the Company's board of directors, and this Agreement is a valid and binding agreement of Sellers and the Company enforceable against each of them in accordance with its terms, except to the extent that enforcement may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting the enforcement of rights of creditors and other obligees generally and the scope of equitable remedies which may be available.
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Power and Authority, etc. Exhibit 3(i)(i)-l Licenses, Permits, etc. Exhibit 3(i)(i)-2 Consents, Waivers, Approvals, etc. Exhibit 3(j) Unions and Employees Exhibit 3(k) Licenses to the Software Exhibit 3(n) Reductions in Reimbursement Levels Exhibit 4(d) Litigation Exhibit 4(g) Knowledge of Buyer re: material changes in Business Exhibit 4(h) Reductions in Reimbursement Levels Exhibit 7(i) Restrictive Covenant Regarding Professional Corporations Exhibit 7(j) Katz Xxxloyment Agreement Exhibit 7(k) Interim Management Agreement Exhibit 7(l) Shared Services Agreement Exhibit 7(m) AHS Agreement Exhibit 7(n) CSPC Agreement Exhibit 8(f) Registration Rights Agreement Exhibit 8(j) Guaranty of Buyer Parent Exhibit 9(j)-l Form of Provisional Note Exhibit 9(j)-2 Form of Provisional Guaranty Exhibit 9(j)-3 Form of Provisional Security Agreement Exhibit 10(a)(i) Bill xx Sale and Assignment (First Closing) Exhibit 10(c) Bill xx Sale and Assignment (Final Closing) Exhibit 18 Broker Exhibit 22(a) Employees offered positions as of First Closing Exhibit 22(b) Employees offered positions as of Final Closing Exhibit 22(c) Administrative and Clerical Independent Contractors Exhibit 22(d) Clinical Independent Contractors AGREEMENT
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Related to Power and Authority, etc

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Company Power and Authority Each Credit Party has the Company power and authority to execute, deliver and carry out the terms and provisions of the Documents to which it is a party and has taken all necessary Company action to authorize the execution, delivery and performance of the Documents to which it is a party. Each Credit Party has duly executed and delivered each Document to which it is a party and each such Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Power and Authority of General Partner Subject to the Consent of the Special Limited Partner or the consent of the Limited Partner where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the General Partner shall have complete and exclusive control over the management of the Partnership business and affairs, and shall have the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. If there is more than one General Partner, all acts, decisions or consents of the General Partners shall require the concurrence of all of the General Partners. No actions taken without the authorization of all the General Partners shall be deemed valid actions taken by the General Partners pursuant to this Agreement. No Limited Partner or Special Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall have any right to be active in the management of the Partnership's business or investments or to exercise any control thereover, nor have the right to bind the Partnership in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Partnership, except as otherwise specifically provided in this Agreement.

  • Incorporation; Power and Authority Buyer is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, with all necessary power and authority to execute, deliver and perform this Agreement.

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

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