Transaction Authorisations Sample Clauses

Transaction Authorisations. 17.15.1 All Transaction Authorisations have been received and are in full force and effect. 17.15.2 There are no conditions attaching to any Transaction Authorisations which have, or would, in the Lender’s reasonable view, result in, a Material Adverse Effect. 17.15.3 The Project Company has not received any notice of revocation or material breach of any Transaction Authorisation. 17.15.4 There exists no reason why: (a) any Transaction Authorisation which it will be required to obtain in accordance with Clause 21.2 (Transaction Authorisations) at any time after this representation is made, or deemed to be repeated, will not be granted as and when required or will be granted with any restrictions or conditions attaching to it which has, or would result in, a Material Adverse Effect; (b) any Transaction Authorisation which requires renewal will not be renewed as and when required or will be renewed with further restrictions or conditions attaching to it which has, or would result in, a Material Adverse Effect; or (c) any Transaction Authorisation in force as at the date this representation is made or repeated might be withdrawn, suspended, cancelled or revoked or modified, varied or otherwise affected in a manner which has, or would result in, a Material Adverse Effect.
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Transaction Authorisations. The Borrower shall ensure the EPC Contractor will obtain and do all that is necessary to maintain in full force and effect all Transaction Authorisations (including Environmental Permits) and make all filings, notifications and notarisations which, at any time, it is required to make: 21.2.1 for the design, procurement, construction, repair and/or development of the Project Facilities and/or the construction of the Project Facilities or for any other purpose connected with the Project; 21.2.2 to enable it lawfully to enter into, exercise its rights under, and perform and comply with the obligations expressed to be assumed by it under each Transaction Document to which it is expressed to be a party; and 21.2.3 to ensure the legality, validity, enforceability or admissibility in evidence in each relevant jurisdiction of each Transaction Document to which it is expressed to be a party, where failure to obtain, maintain or comply with any such Transaction Authorisation would, in the Lender’s reasonable view, result in a Material Adverse Effect.
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Transaction Authorisations. 22.15.1 Any Transaction Authorisation is: (a) repudiated, revoked, cancelled, suspended, forfeited, surrendered or terminated (in whole or in part); or (b) otherwise is not, or ceases to be, in full force and effect. 22.15.2 Any Transaction Authorisation is varied or modified in a manner which has, or would, in the Lender’s reasonable view, result in a Material Adverse Effect and such variation or modification is not revoked to the satisfaction of the Lender. 22.15.3 Any Transaction Authorisation has a condition attaching to it which has or would, in the Lender’s reasonable view, result in a Material Adverse Effect and such condition is not revoked to the satisfaction of the Lender.
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Transaction Authorisations. A copy, certified as a true and current copy by an authorised signatory of each Russian Obligor, of the Transaction Authorisations and of the Loan Passport.
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Transaction Authorisations. Any Transaction Authorisation required by the Borrower: (a) is not obtained or effected by the time it is required; (b) is revoked or cancelled or otherwise ceases to be in full force and effect; (c) is not renewed or is renewed on revised terms not acceptable to the Senior Agent (acting reasonably); or (d) is varied on terms not acceptable to the Senior Agent (acting reasonably), and, in each case, this has a Material Adverse Effect.
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Transaction Authorisations. Any Transaction Authorisation: (a) is not obtained or effected by the time it is required; (b) is revoked or cancelled or otherwise ceases to be in full force and effect; (c) is not renewed or is renewed on revised terms; or (d) is varied, and, in each case, other than for any Environmental Permits, this has or would be likely to result in a Material Adverse Effect in the opinion of the Majority Lenders.
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Transaction Authorisations. (a) All Transaction Authorisations required by each Project Party are listed in Schedule 13 (Transaction Authorisations) of this Agreement as updated in accordance with Clause 17.1(b) below. (b) All Transaction Authorisations have been obtained or effected and are in full force and effect or will be obtained or effected and will be in full force and effect on the date they are required, in each case, without any conditions or requirements which the Borrower or, to the best of its knowledge, the applicable Project Party, does not reasonably expect to be able to satisfy.
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Transaction Authorisations. Any material Transaction Authorisation obtained (or, with respect to sub-clause (b) below - required) by the Borrower, the EPC Contractor, the Operator, any Shareholder or any guarantor of any such entities: (a) is modified or amended in any material respect without the prior consent of the Senior Agent; (b) is not obtained or effected by the time it is required; (c) is revoked or cancelled or otherwise ceases to be in full force and effect; (d) is not renewed or is renewed on less favourable terms; (e) is suspended; or (f) is otherwise breached.
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Related to Transaction Authorisations

  • Maintain Authorisations It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

  • Information Authorization Your enrollment in the applicable Service may not be fulfilled if we cannot verify your identity or other necessary information. Through your enrollment in or use of each Service, you agree that we reserve the right to request a review of your credit rating at our own expense through an authorized bureau. In addition, and in accordance with our Privacy Policy, you agree that we reserve the right to obtain personal information about you, including without limitation, financial information and transaction history regarding your Eligible Transaction Account. You further understand and agree that we reserve the right to use personal information about you for our and our Service Providers’ everyday business purposes, such as to maintain your ability to access the Service, to authenticate you when you log in, to send you information about the Service, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Service and the content and layout of the Site. Additionally, we and our Service Providers may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We and our Service Providers shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, or audit reasons, and as permitted by applicable law for everyday business purposes. In addition, we and our Service Providers may use, store and disclose such information acquired in connection with the Service in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Service. The following provisions in this Section apply to certain Services:

  • Organization; Authorization The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

  • Corporation Authorization The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

  • Organization; Authority Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

  • Due Organization, Authorization Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

  • Execution Authorized The execution, delivery and performance of this Agreement by Securities Intermediary have been duly authorized by all necessary corporate action on the part of Securities Intermediary.

  • Written Authorization Prior to performing any Professional Services in connection with the Tasks, the Design Professional shall obtain from the City a written authorization to proceed. Further, throughout the term of this Agreement, the Design Professional shall immediately advise the City in writing of any anticipated changes to any Task, including any changes to the time for completion or the Compensation and Fee Schedule, and shall obtain the City's written consent to the change prior to making any changes. In no event shall the City's consent be construed to relieve the Design Professional from its duty to render all Professional Services in accordance with applicable laws and accepted industry standards.

  • Authorisations Each Obligor shall promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and (b) supply certified copies to the Agent of, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

  • Reliance upon Authority Prior to the Closing Date, the Borrowers shall deliver to the Agent, a notice setting forth the account of the Borrowers (“Designated Account”) to which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder. The Borrowers may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the Agent. The Agent is entitled to rely conclusively on any person’s request for Revolving Loans on behalf of the Borrowers, so long as the proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Borrowers to make such requests on its behalf.

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