Authority and Validity definition

Authority and Validity. All covenants requiring performance prior to Closing shall expire on the Closing Date and all covenants requiring performance by any party after the Closing shall survive the Closing in accordance with their terms and claims for breach therefor may be made at any time until the expiration of the statute of limitations applicable to such claims. If a Claim Notice is delivered before the expiration of the applicable survival period, the matters that are the subject of such Claim Notice shall survive until such indemnity claim is finally resolved. Any Claim Notice resulting from any alleged breach or inaccuracy of any representation or warranty herein must be asserted in writing which contains specific facts, allegations and amounts sought by an Indemnitee to the Indemnitor prior to the Survival Date.
Sample 1

Examples of Authority and Validity in a sentence

  • Representations and Warranties 74 Section 5.1. Organization and Qualification 74 Section 5.2. Subsidiaries 74 Section 5.3. Authority and Validity of Obligations 75 Section 5.4. Use of Proceeds; Margin Stock 75 Section 5.5. Financial Reports 76 Section 5.6. No Material Adverse Change 76 Section 5.7. Full Disclosure 76 Section 5.8. Intellectual Property, Franchises, and Licenses 76 Section 5.9. Governmental Authority and Licensing 76 Section 5.10.

  • The representations and warranties contained in Article 3 of this Agreement shall survive the Closing Date for one year; provided, however, the representations and warranties with respect to Organization and Good Standing set forth in Section 3.1, Power, Ownership, Authority, and Validity set forth in Section 3.2, Title of Transferred Assets in Section 3.10, Taxes set forth in Section 3.13, and Brokers set forth in Section 3.21 shall survive for their respective statutes of limitations.

  • Representations and Warranties of Company 59 Section 9.1. Corporate Organization and Authority 59 Section 9.2. Subsidiaries 59 Section 9.3. Corporate Authority and Validity of Obligations 60 Section 9.4. Financial Statements 60 Section 9.5. No Litigation; No Labor Controversies 61 Section 9.6. Taxes 61 Section 9.7. Approvals 61 Section 9.8. ERISA 61 Section 9.9. Government Regulation 61 Section 9.10.

  • Section 6.2. Subsidiaries 52 Section 6.3. Authority and Validity of Obligations 52 Section 6.4. Use of Proceeds; Margin Stock 53 Section 6.5. Financial Reports 53 Section 6.6. No Material Adverse Change 53 Section 6.7. Full Disclosure 53 Section 6.8. Trademarks, Franchises, and Licenses 54 Section 6.9. Governmental Authority and Licensing 54 Section 6.10.

  • REPRESENTATIONS AND WARRANTIES 25 Section 6.1. Organization and Qualification 25 Section 6.2. Subsidiaries 25 Section 6.3. Corporate Authority and Validity of Obligations 25 Section 6.4. Not an Investment Company 26 Section 6.5. Use of Proceeds; Margin Stock 26 Section 6.6. Financial Reports 26 Section 6.7. No Material Adverse Change 26 Section 6.8. Litigation 26 Section 6.9. Taxes 27 Section 6.10.

  • Section 5.1. Organization and Qualification Section 5.2. Corporate Authority and Validity of Obligations Section 5.3. Use of Proceeds Section 5.4. Financial Reports Section 5.5. No Material Adverse Change Section 5.6. Full Disclosure Section 5.7. Governmental Authority and Licensing Section 5.8. Approvals Section 5.9. Affiliate Transactions Section 5.10.

  • REPRESENTATIONS AND WARRANTIES 41 Section 7.1. Organization and Qualification 41 Section 7.2. Subsidiaries 41 Section 7.3. Corporate Authority and Validity of Obligations 42 Section 7.4. Use of Proceeds; Margin Stock 42 Section 7.5. Financial Reports 43 Section 7.6. No Material Adverse Change 43 Section 7.7. Full Disclosure 43 Section 7.8. Good Title 43 Section 7.9. Litigation and Other Controversies 43 Section 7.10.

  • Judgement is required when determining the appropriate classification of the Group’s financial instruments.

  • Representations and Warranties of Borrowing Subsidiaries 63 Section 10.1. Corporate Organization and Authority 63 Section 10.2. Corporate Authority and Validity of Obligations 63 Section 11.

  • Representations and Warranties With Respect to Seller 46 Section 18.1 Organization, Authority and Validity 46 Section 18.2 No Adverse Orders 47 Section 18.3 Solvency 47 Section 18.4 Proceedings 47 Section 18.5 ProjectCo Interests 47 Section 18.6 No Conflicts 48 Section 18.7 Third Party Consents 48 Section 18.8 Legal Compliance 48 Section 18.9 No Brokers 48 Section 18.10 Financial Resources 49 Section 18.11 Foreign Person 49 Article 19.

Related to Authority and Validity

  • Validity means being:

  • Compliance Authority means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) the U.S. Internal Revenue Service, (f) the U.S. Justice Department, and (g) the U.S. Securities and Exchange Commission.

  • Responsible Authority means any of the following: -

  • the Constitution means the Constitution of the Republic of South Africa, 1996;

  • Fire authority means the department, agency, or public entity with responsibility

  • Enforceability Limitations means limitations on enforcement and other remedies by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally or general principles of equity.

  • Insurance Authority means the Insurance Authority of Hong Kong established pursuant to section 4AAA of the Insurance Ordinance.

  • Responsible administrative authority means, with respect to a structured settlement, any government authority vested by law with exclusive jurisdiction over the settled claim resolved by the structured settlement.

  • Agency or instrumentality of the government of Venezuela means an agency or instrumentality of a foreign state as defined in section

  • Pertinent Jurisdiction in relation to a company, means:

  • Council of governments means a decision-making body in each county composed of membership including the county governing body and the mayors of each municipality in the county.

  • Administration of criminal justice means performance of any activity directly involving the

  • Self-Administration of Medication means the individual manages and takes his or her own medication, identifies his or her medication and the times and methods of administration, places the medication internally in or externally on his or her own body without staff assistance upon written order of a physician, and safely maintains the medication without supervision.

  • Judicial Authority means any court, arbitrator, special master, receiver, tribunal or similar body of any kind (including any Governmental Authority exercising judicial powers or functions of any kind).

  • Level of Government means the national and county level of government;

  • Health Care Authority or “HCA” means the Washington State Health Care Authority, any division, section, office, unit or other entity of HCA, or any of the officers or other officials lawfully representing HCA.

  • District shall hereafter refer to districts that have signed the Agreement for the 2022-23 Program year and agree to be financially responsible as a Cooperative member for the Program costs.

  • Public health authority means an agency or authority of the United States, a state, a territory, a political subdivision of a state or territory, an Indian tribe, or a foreign government, or a person or entity acting under a grant of authority from or contract with such public agency, including the employees or agents of such public agency or its contractors or persons or entities to whom it has granted authority, that is responsible for public health matters as part of its official mandate.

  • Governmental or Regulatory Authority means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

  • Governing Laws means the CRLPA, DRULPA, MULPL, KRULPA, TRLPA and FRULPA, as applicable.

  • emissions of substances not controlled by emission limits means emissions of substances to air, water or land from the activities, either from the emission points specified in schedule 3 or from other localised or diffuse sources, which are not controlled by an emission limit.

  • Governing Law This Agreement is governed by, and shall be construed in accordance with, English law.

  • State permit means an approval to conduct a land-disturbing activity issued by the State Board in the form of a state stormwater individual permit or coverage issued under a state general permit or an approval issued by the State Board for stormwater discharges from an MS4. Under these state permits, the Commonwealth imposes and enforces requirements pursuant to the federal Clean Water Act and regulations, the Virginia Stormwater Management Act and the Regulations.

  • Authorizations means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority.

  • District Court means the United States District Court for the District of Delaware.

  • Disclaimer means the refusal to accept an interest in or power over property.