POWER, AUTHORIZATION AND CONSENT Sample Clauses

POWER, AUTHORIZATION AND CONSENT. The execution, delivery and performance of this Agreement and of all the documents to be delivered by Invacare hereunder (i) are within Invacare's legal power and authority, (ii) have been duly authorized by all necessary action of the Board of Directors of Invacare, (iii) are not in contravention of any provision of law, any provision of the Articles of Incorporation or other charter documents of Invacare, any material agreement or indenture by which Invacare is or shall in the future be bound, of any other material document to which Invacare is or shall in the future be bound, and (iv) the same do not require the consent or approval of any governmental body, agency, authority or any other person which has not be obtained. This Agreement constitutes a legal, valid and biding obligation of Invacare enforceable (except as the same may be affected by general principles of equity and any bankruptcy, fraudulent conveyance, preferential transfer, avoidance, insolvency or other law relating to the enforcement of creditors' rights), against Invacare in accordance with its terms.
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POWER, AUTHORIZATION AND CONSENT. The execution, delivery and performance of this Agreement and the Notes by a Borrower, and of all Loan Documents to which any of them is party (a) are within Holdings' or such other Borrower's legal power and authority, (b) have been duly authorized by all necessary or proper action of Holdings or such other Borrower, (c) do not require the consent or approval of any governmental body, agency, authority or any other Person which has not been obtained and (d) will not violate (i) any provision of Law applicable to Holdings or such other Borrower, (ii) any provision of Holdings' or such other Borrower's, as the case may be, certificate or articles of incorporation, by-laws or regulations, or operating agreement, or (iii) any material agreement or material indenture by which Holdings or such other Borrower or the property of Holdings or such other Borrower is bound, except where such violation specified in this clause (iii) would not have a Material Adverse Effect, or (e) will not result in the creation or imposition of any lien or encumbrance on any property or assets of Holdings or such other Borrower except as provided herein.
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POWER, AUTHORIZATION AND CONSENT. The execution, delivery and performance of this Agreement, the Notes or any Guaranty of Payment by a Borrower or any Subsidiary, as the case may be, and of all Related Writings to which any of them is party (a) are within such Borrower's or such Subsidiary's legal power and authority, (b) have been duly authorized by all necessary or proper action of such Borrower or Subsidiary, (c) do not require the consent or approval of any governmental body, agency, authority or any other Person which has not been obtained and (d) will not violate (i) any provision of Law applicable to such Borrower or Subsidiary, (ii) any provision of such Borrower's or Subsidiary's, as the case may be, certificate or articles of incorporation, by-laws or regulations, or operating agreement, or (iii) any material agreement or material indenture by which such Borrower or Subsidiary or the property of such Borrower or Subsidiary is bound, except where such violation specified in this clause (iii) would not have a materially adverse effect on such Borrower or Subsidiary, or (e) will not result in the creation or imposition of any lien or encumbrance on any property or assets of such Borrower or Subsidiary except as provided herein.
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POWER, AUTHORIZATION AND CONSENT. The execution, delivery and performance by the Borrower of this Note (i) are within the Borrower's legal power and authority, (ii) have been duly authorized by all necessary or proper action of the Borrower, (iii) do not require the consent or approval of any governmental body, agency, authority or any other Person which has not been obtained, (iv) will not violate (A) any provision of Law applicable to the Borrower, (B) any provision of the Borrower's articles of incorporation or code of regulations (or equivalent documents otherwise named), or (C) any material agreement or material indenture by which the Borrower or its property is bound, or (v) will not result in the creation or imposition of any lien or encumbrance on any property or assets of the Borrower.
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POWER, AUTHORIZATION AND CONSENT. The execution, delivery and performance of this Agreement and all of the documents to be delivered by UPP hereunder (i) are within UPP's legal power and authority, (ii) have been duly authorized by all necessary action of the Board of Directors of UPP, (iii) are not in contravention of any provision of law, any provision of the Articles of Incorporation or other charter documents of UPP, any material agreement or indenture by which UPP is bound, or of any other material document to which UPP is bound, and (iv) the same do not require the consent or approval of any governmental body, agency, authority or any other person which has not been obtained. This Agreement constitutes a legal, valid and binding obligation of UPP enforceable (except as the same may be affected by general principles of equity and any bankruptcy, fraudulent conveyance, preferential transfer, avoidance, insolvency or other law relating to the enforcement of creditors' rights), against UPP in accordance with its terms.
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POWER, AUTHORIZATION AND CONSENT. The execution, delivery and performance of this Agreement and the Note and of all Related Writings by the Borrower to which it is party (a) are within the Borrower's corporate power and authority, (b) have been duly authorized by all necessary or proper action of the Borrower, (c) do not require the consent or approval of any governmental body, agency, authority or any other Person which has not been obtained and (d) will not violate (i) any provision of Law applicable to the Borrower, (ii) any provision of the Borrower's certificate or articles of incorporation or by-laws or regulations, or (iii) any material agreement or material indenture by which the Borrower or the property of the Borrower is bound, except where such violation specified in this clause (iii) would not have a materially adverse effect on the Borrower, or (e) will not result in the creation or imposition of any lien or encumbrance on any property or assets of the Borrower except as provided herein.
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POWER, AUTHORIZATION AND CONSENT. ENFORCEABILITY -- The execution, delivery and performance by the Borrower of this Agreement, the Acquisition Agreement, the Acquisition Documents and the Related Writings to which it is party (a) are within the Borrower's legal power and authority, (b) have been duly authorized by all necessary or proper action of such the Borrower, (c) will not violate (i) any provision of law applicable to the Borrower, (ii) any provision of the Borrower's or any other Company's, as the case may be, certificate or articles of incorporation or by-laws or regulations, or (iii) any material agreement or material indenture by which any Company or the property of any Company is bound, except where such violation specified in this clause (iii) would not have a materially adverse effect on the Companies taken as a whole, or (d) will not result in the creation or imposition of any lien or encumbrance on any property or assets of the Companies. This Agreement constitutes, the Acquisition Agreement constitutes, the Acquisition Documents and the Related Writings when duly executed will constitute, the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with its respective terms subject to any applicable insolvency or bankruptcy law of general applicability and general principles of equity. The guaranties of the respective Current Guarantors each constitutes the legal, valid and binding obligation of such Current Guarantor, enforceable against it in accordance with its terms subject to any applicable insolvency or bankruptcy law of general applicability and general principles of equity. The Acquisition Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms subject to any applicable insolvency or bankruptcy law of general applicability and general principles of equity.
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Related to POWER, AUTHORIZATION AND CONSENT

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • 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.

  • 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.

  • 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.

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • 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).

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • 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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