Trust and Governmental Authorization Clause Samples
Trust and Governmental Authorization. (a) Such Buyer has all requisite power and authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. If such Buyer is not an individual, the execution and delivery of this Agreement by such Buyer and the performance of such Buyer’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of such Buyer. Such Buyer has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).
(b) The execution and delivery of this Agreement by such Buyer and the performance of its obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority other than (i) under the HSR Act with respect to the purchase of the MSG Shares, (ii) an amendment to the Schedule 13D of the ▇▇▇▇▇ family group, (ii) Forms 4 to be filed by certain Buyers and (iii) any actions or filings under Laws the absence of which would not be, individually or in the aggregate, materially adverse to such Buyer or materially impair the ability of such Buyer to consummate the transactions contemplated hereby.
Trust and Governmental Authorization. The execution, delivery and performance by the Issuer of this Security Agreement and the other Program Documents to which it is a party (a) are within the Issuer’s trust powers, (b) have been duly authorized by all necessary trust action, (c) require no action by or in respect of, or filing with, any governmental body, agency or official which has not been obtained and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of trust or the Trust Agreement of the Issuer or of any law or governmental regulation, rule, contract, agreement, judgment, injunction, order, decree or other instrument binding upon the Issuer or any of its Assets or result in the creation or imposition of any Lien on any Asset of the Issuer, except for Liens created by this Security Agreement or the other Program Documents. This Security Agreement and each of the other Program Documents to which the Issuer is a party have been executed and delivered by a duly authorized signatory of the Issuer.
Trust and Governmental Authorization. The execution, delivery and performance by the Issuer of this Security Agreement and the other Program Documents to which it is a party (i) are within the Issuer’s trust powers, has been duly authorized by all necessary action, (ii) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and (iii) does not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of trust of the Issuer or the Trust Agreement or of any law or governmental regulation, rule, contract, agreement, judgment, injunction, order, decree or other instrument binding upon the Issuer or any of its Assets or result in the creation or imposition of any Lien on any Asset of the Issuer, except for Liens created by this Security Agreement or the other Program Documents. This Security Agreement and each of the other Program Documents to which the Issuer is a party have been executed and delivered by a duly authorized signatory of the Issuer.