Proceedings of Loan Parties Sample Clauses

Proceedings of Loan Parties. Each Syndication Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to each Syndication Agent, of the Board of Directors (or equivalent authority) of each Loan Party authorizing (i) the execution, delivery and performance of this Agreement and the Other Documents, the Notes, the Pledge Agreement, any related agreements (collectively the "Documents") and (ii) the granting by each Loan Party of the security interests in and liens upon the Collateral in each case certified by the Secretary or an Assistant Secretary of each Loan Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Proceedings of Loan Parties. (a) All necessary action on the part of the Loan Parties relating to authorization of the execution and delivery of the Loan Documents, and the performance of the Obligations of the Loan Parties, hereunder and thereunder has been taken. The Loan Documents constitute legal, valid and binding obligations of the Loan Parties, as applicable, enforceable in accordance with their respective terms except as enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and except to the extent enforcement thereof may be limited by the application of general principles of equity. (b) The execution and delivery by the Loan Parties of the Loan Documents, and the performance by each of the Loan Parties of their respective obligations under the Loan Documents will not violate any provision of law or their respective Organizational Documents. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby will not violate, be in conflict with, result in a breach of, or constitute a default under any agreement to which any of the Loan Parties is a party or by which any of its properties is bound if such violation or conflict could reasonably be expected to have a Material Adverse Effect, or any order, writ, injunction, or decree of any court or Governmental Authority, and will not result in the creation or imposition of any Lien, charge or encumbrance upon any of its properties.
Sample 1Sample 2Sample 3See All (4)
Proceedings of Loan Parties. Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the Board of Managers, Managing Member, or General Partner (as applicable) of each Loan Party authorizing (i) the execution, delivery and performance of this Agreement, the Note, and all Other Documents (collectively the “Documents”) and (ii) the granting by each Loan Party of the security interests in and liens upon the Collateral in each case certified by the senior officer, Managing Member or ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 General Partner (as applicable) of each Loan Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;
Sample 1
Proceedings of Loan Parties. The Administrative Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors, Board of Managers, Managing Member or General Partner, as applicable, of each Loan Party authorizing (i) the execution, delivery and performance of this Agreement and the other Credit Documents and (ii) the granting by each Loan Party of the security interests in and liens upon the Collateral, in each case certified by a Responsible Officer of each Loan Party as of the Closing Date, and such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the Closing Date.
Sample 1
Proceedings of Loan Parties. Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the Board of Directors (or equivalent authority) of each Loan Party authorizing (i) the execution, delivery and performance of this Agreement, the Other Documents (other than the Existing Other Documents to the extent terminated pursuant to the terms of Section 17.19 of this Agreement), the Acquisition Documents, the Equity Documents, the Senior Note Documents, and any other agreements related to the transactions contemplated hereby to the extent such Loan Party is a party thereto, (collectively the “Transaction Documents”), and (ii) the granting by each Loan Party of the security interests in and liens upon the Collateral as provided hereunder, in each case certified by the Secretary or an Assistant Secretary of each Loan Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified are in accordance with the provisions of the charter, operating agreement, LLC agreement or partnership agreement and the law of the jurisdiction of such Loan Party’s organizations or formation and have not been amended, modified, revoked or rescinded as of the date of such certificate;
Sample 1

Related to Proceedings of Loan Parties

  • PROCEEDINGS OF DIRECTORS 11.1. Any one director of the Company may call a meeting of the directors by sending a written notice to each other director. 11.2. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 11.3. A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 11.4. A director shall be given not less than three days’ notice of meetings of directors, but a meeting of directors held without three days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 11.5. A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated. 11.6. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only two directors in which case the quorum is two. 11.7. If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 11.8. At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. 11.9. An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

  • Proceedings; Orders (a) There is no pending Proceeding and, to the Company’s Knowledge, no Person has threatened to commence any Proceeding: (i) to which Company is a party or which directly relates to any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding. (b) Within the last five years, no material Proceeding has been commenced by or against the Company and, to the Company’s Knowledge, no such Proceeding has been threatened. (c) There is no Order to which the Company, or any of the assets owned by the Company, is subject. (d) To the Company’s Knowledge, neither the General Partner nor any officer, employee, or contractor of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (e) There is no proposed Order that, if issued or otherwise put into effect (i) would or could reasonably be expected to have a Material Adverse Effect or (ii) would otherwise have the effect of preventing, delaying, making illegal or otherwise interfering with the Acquisition.

  • Costs of Proceedings Each party shall pay its own costs and expenses in connection with any legal proceeding (including arbitration), relating to the interpretation or enforcement of any provision of this Exhibit, except that the Company shall pay such costs and expenses, including attorneys' fees and disbursements, of Executive if Executive prevails in such proceeding.

  • Criminal Proceedings Any criminal complaint, indictment or criminal proceedings;

  • Other Proceedings No action, suit, investigation, bankruptcy or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be threatened or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement or any transaction contemplated hereby or (ii) which, in any case, in the judgment of the Administrative Agent could reasonably be expected to result in a Material Adverse Change.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Legal Proceedings; Orders (a) There is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available to Purchaser in the Data Room copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse Effect. (b) There is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (c) No officer, director, agent, or employee of the Acquired Company is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Acquired Company. (d) The Acquired Company is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject. (e) No event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired Company has not received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

  • Proceedings and Documents All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

  • No Actions, Suits or Proceedings No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to result in a Material Adverse Effect.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!