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Authorization And Enforceability definition

Authorization And Enforceability. Each of PCI and PAC has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement, and the other agreements and documents required to be delivered by it pursuant hereto, including the sale of the PCI Shares by PCI and the sale of the PAC Shares by PAC in accordance with the provisions of this Agreement. Each Purchased Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of those agreements and documents required to be delivered by it pursuant hereto and to authorize the transfer and assignment of the Purchased Shares to the Purchaser in accordance with the provisions of this Agreement. The PCC Limited Partnership has taken all necessary actions to authorize the execution, delivery and performance of those agreements and documents required to be delivered by it pursuant hereto. This Agreement has been duly executed and delivered by each of PCI and PAC and this Agreement constitutes, and all other documents executed and delivered on behalf of PCI, PAC and a Purchased Entity pursuant hereto shall, when executed and delivered, constitute, valid and binding obligations of PCI, PAC and such Purchased Entity enforceable in accordance with their respective terms and conditions, subject to the qualification that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law).

Related to Authorization And Enforceability

  • General Enforceability Exceptions has the meaning set forth in Section 4.1.

  • Federally enforceable means all limitations and conditions which are enforceable by the administrator, including those requirements developed pursuant to 40 CFR Parts 60 and 61, requirements within the Montana state implementation plan, and any permit requirement established pursuant to 40 CFR 52.21 or under regulations approved pursuant to 40 CFR 51, Subpart I, including operating permits issued under an EPA approved program that is incorporated into the Montana state implementation plan and expressly requires adherence to any permit issued under such program.

  • Enforceability Limitations means limitations on enforcement and other remedies imposed by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other similar Laws relating to or affecting creditors’ rights generally from time to time in effect or general principles of equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts).

  • Validity means being:

  • law enforcement means the prevention, detection or investigation of terrorist offences or other serious criminal offences;

  • Law enforcement agency means an agency of the state, or of a county, municipality, or other political subdivision of the state, that employs peace officers who make traffic stops in the routine performance of the officers' official duties.

  • Good Standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

  • bodies governed by public law means bodies that have all of the following characteristics:

  • Support enforcement agency means a public official or agency authorized to seek:

  • Service Authorization means that Open Ecosystem Partner needs to meet specific qualification requirements for the products included in a “Service” Product Family that Open Ecosystem Partner wants to promote and offer Services for as set out in detail in the Open Ecosystem Program Guide.

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

  • Private Authorizations means all franchises, permits, licenses, approvals, consents and other authorizations of all Persons (other than Governmental Authorities).

  • Complications of Pregnancy means conditions whose diagnoses are distinct from pregnancy but are adversely affected by pregnancy or are caused by pregnancy. These conditions include acute nephritis, nephrosis, cardiac decompensation, missed abortion and similar medical and surgical conditions of comparable severity. Complications of pregnancy also include nonelective cesarean section, ectopic pregnancy which is terminated and spontaneous termination of pregnancy, which occurs during a period of gestation in which a viable birth is not possible.

  • Severability If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

  • In good standing means, in respect of a registrant,

  • Corporate Authorities means the City Council of the City.

  • Binding Effect The provisions, covenants and conditions in this Contract apply to bind the parties, their legal heirs, representatives, successors, and assigns.

  • Enforceability Exceptions means the (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated September 9, 2015 relating to the Securities. Securities Exchange: The Series O Notes will not be listed on any exchange. Ratings: See Annex B Closing Date and Delivery Date: September 14, 2015 Closing Location: DLA Piper LLP (US) 0000 Xxxxx Xxxxxx Baltimore, Maryland 21209-3600 Address for Notices to Underwriters: X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Investment Grade Syndicate Desk U.S. Bancorp Investments, Inc. 000 Xxxxx Xxxxx Xxxxxx, 26th Floor Charlotte, North Carolina 28202 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Facsimile: (000) 000-0000 Attention: Transaction Management Representatives: X.X. Xxxxxx Securities LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Underwriting Agreement: June 9, 2006 Registration Statement No.: 333-202172 Title of Securities: 3.750% Series P Notes due 0000 Xxxxxxxxx principal amount: $350,000,000 Price to Public: 98.876% of the principal amount of the Series P Notes, plus accrued interest, if any, from September 14, 2015 Underwriting Discount: 0.650% Indenture: Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee Date of Maturity: October 1, 2025 Interest Rate: 3.750% per annum, payable semiannually. Interest Payment Dates: April 1 and October 1, commencing April 1, 2016 CUSIP: 571903 AP8 Redemption Provisions: The Series P Notes may be redeemed in whole or in part from time to time prior to July 1, 2025 (three months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Series P Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest (not including accrued interest as of the redemption date) on the Series P Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. government securities dealer, having a maturity comparable to the remaining term of the Series P Notes being redeemed) plus 25 basis points, plus, in each case, accrued and unpaid interest on the Series P Notes to the redemption date. The Series P Notes may be redeemed in whole or in part from time to time on or after July 1, 2025 (three months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest on the notes being redeemed to the redemption date.

  • Non-federally enforceable requirement means the following as they apply to emission units in a source requiring an air quality operating permit:

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

  • Local law enforcement agency or "LLEA" means a public or private organization that has been approved by a federal, state, or local government to carry firearms and make arrests, and is authorized and has the capability to provide an armed response in the jurisdiction where the licensed Category 1 or Category 2 quantity of radioactive material is used, stored, or transported.

  • Legitimate law enforcement purpose means a goal within the lawful authority of an officer that is to be achieved through methods or conduct condoned by the officer’s appointing authority.

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

  • 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.

  • Person entitled to enforce an instrument means (i) the holder of the instrument, (ii) a nonholder in possession of the instrument who has the rights of a holder, or (iii) a person not in possession of the instrument who is entitled to enforce the instrument pursuant to section 490:3-309 or 490:3-418(d). A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.