Status and Authorization Sample Clauses

Status and Authorization. Each Stockholder has had at all times the power and authority to own the Company Shares. The Stockholders have all requisite power, authority, and capacity to execute and deliver this Agreement and all other agreements, documents, and instruments contemplated hereby and to carry out all actions required of it pursuant to the terms of this Agreement. This Agreement has been duly executed and delivered by the Stockholders and constitutes the legal, valid, and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms.
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Status and Authorization a. Seller is a stock corporation duly incorporated and validly existing under the Laws of Michigan, USA, and has all rights, corporate powers, authority and capacity required to carry on its business as currently conducted. b. Each of the Asset Selling Affiliates and the Share Selling Affiliates is duly established and validly existing under the Laws of the jurisdiction of their respective incorporation. The Asset Selling Affiliates and the Share Selling Affiliates have the corporate power to own their assets and to operate their respective business as currently conducted. c. Seller and each of the Asset Selling Affiliates, Share Selling Affiliates, Sold Entities or Sold JV Entities (i) organized within the US and any other jurisdiction outside the US in which the concept of good standing or its functional equivalent is applicable, are each in good standing or its functional equivalent under the Laws of their respective jurisdiction of incorporation and (ii) is duly qualified to transact business in any jurisdiction where the ownership or leasing of the Sold Assets and the conduct of the Business require it to be so qualified except where the failure to be so qualified would not, individually or in the aggregate with other such failures, be material to the Business. d. The execution and performance by Seller of this Agreement and each of the Ancillary Agreements to which Seller is or will be a party are within its corporate powers, do not violate its articles of association or by-laws and have been duly authorized by all necessary corporate action. The execution and performance by the Asset Selling Affiliates and Share Selling Affiliates of each of the Ancillary Agreements executed and delivered by them will, as of the execution thereof by such Asset Selling Affiliate or Share Selling Affiliate be within its corporate powers, not violate its articles of association or by-laws, have been duly authorized by all necessary corporate action and shall be enforceable against such Seller or Affiliate in accordance with its terms except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) specific performance may not be available in certain jurisdictions outside the US. Except for the Merger Control...
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Status and Authorization. It is a corporation duly incorporated or other legal entity duly formed and validly exists under the laws of its jurisdiction of incorporation or formation, as applicable; it has all necessary power, authority, capacity and right, and has received all requisite approvals to enter into this Tender Agreement and to complete the transactions contemplated hereby; and this Tender Agreement has been duly executed and delivered by it.
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Status and Authorization. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own its property and to carry on its business as it is now being conducted by Seller. Buyer has full power, authority and legal capacity to execute and deliver this Agreement and to perform Buyer's obligations under the terms hereof. The execution and delivery of this Agreement and the performance of all the obligations of Buyer under the terms hereof have been duly authorized by all actions necessary to authorize execution, delivery and performance of this Agreement and the transactions contemplated hereby.
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Status and Authorization. Zond hereby represents, warrants ------------------------ and covenants to and with WDI:
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Status and Authorization. The Seller represents and warrants: (a) The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified as a foreign entity in good standing in the State of Maryland and in each other jurisdiction where the failure so to qualify would have a material adverse effect upon the business or financial condition of the Seller or the Facility; and the Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, to deliver, and to perform its obligations under this Agreement. (b) The execution, delivery and performance by the Seller of this Agreement have been duly authorized by all necessary partnership action, and do not and will not (i) require any consent or approval of the holders of partnership interests in Seller, other than those which have been obtained (evidence of which shall be, if it has not theretofore been, delivered to PEPCO), or (ii) result in a breach or constitute a default under the Seller's certificate of limited partnership or partnership agreement, any indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or (iii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to the Seller. (c) No authorization or approval by any governmental or other official agency is necessary for the due execution and delivery of this Agreement by Seller. (d) This Agreement is a valid, legal and binding obligation of the Seller, enforceable in accordance with its terms. (e) There is, as of the date of execution of this Agreement, no pending or threatened action or proceeding affecting the Seller before any court, governmental agency or arbitrator that could reasonably be expected to materially and adversely affect the financial condition or operations of the Seller or the ability of the Seller to perform its obligations hereunder, or which purports to affect the legality, validity or enforceability of this Agreement.
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Status and Authorization. (a) The Parent is a public limited company, and is duly incorporated and validly existing under the laws of England and Wales with power to carry on its business as it is now being conducted and to own property and other assets; (b) The English Subsidiaries are each a private limited company and each is duly incorporated and validly existing under the laws of England and Wales with power to carry on its business as it is now being conducted and to own property and other assets; (c) The US Obligor represents that it is a corporation, duly incorporated and validly existing in good standing under the laws of Delaware in the United States and has power to carry on its business as it is now being conducted and to own property and other assets; (d) No Obligor is a FATCA FFI or (other than the US Obligor) a US Tax Obligor. (e) The execution, delivery and performance of the Loan Documents to which the Obligors are a party and the entry into of the transactions contemplated by the Loan Documents, is within the corporate powers of the Obligors, has been duly authorised by all necessary corporate and other action and do not and will not:
Sample 1
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Related to Status and Authorization

  • Status and Authority (i) The Borrower is a non-profit corporation duly organized, existing and in good standing under the laws of North Carolina, (ii) its articles of incorporation and any certificates of assumed or business name have been delivered to the City and are in full force and effect and have not been amended or changed, (iii) no proceeding is pending, planned or threatened for the dissolution, termination or annulment of it, (iv) all articles of incorporation and of assumed or business name required to be filed have been duly filed and it has complied with all other conditions prerequisite to its doing business in North Carolina, (v) it has the power, authority and legal right to carry on the business now being conducted by it and to engage in transactions contemplated by the Loan Documents, and (vi) all necessary corporate actions of it have been duly taken.

  • Organization and Authorization The Investor is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

  • Filings and Authorizations (a) The Parties will, as promptly as practicable but in any event within 20 days of the date of this Agreement (unless otherwise mutually agreed), make, or cause to be made, all filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • 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.

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as now being conducted.

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Due Organization and Authorization Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

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