Common use of Authorization, Etc Clause in Contracts

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 7 contracts

Samples: Agreement (Hawaiian Electric Co Inc), Hawaiian Electric and Subsidiaries (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Industries Inc)

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Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate or limited liability company action on the part of the Companysuch Obligor, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company such Obligor enforceable against the Company such Obligor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 5 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Gallagher Arthur J & Co), Note Purchase Agreement (Gallagher Arthur J & Co)

Authorization, Etc. (a) This Agreement and the Notes to be issued pursuant to the terms hereof have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each such Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Note Purchase Agreement (Teledyne Technologies Inc), Note Purchase Agreement (Teledyne Technologies Inc), Agreement (Teledyne Technologies Inc)

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Agreement (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc)

Authorization, Etc. (a) This Agreement Agreement, the Other Agreements, the Notes and the Notes Warrants have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note and Warrant will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Note Purchase Agreement (Kennedy Wilson Inc), Note Purchase Agreement (Kennedy Wilson Inc), Note Purchase Agreement (Kennedy Wilson Inc)

Authorization, Etc. (a) This Agreement Agreement, the Notes and the Notes Acquisition Agreement have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutesand the Acquisition Agreement constitute, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Meredith Corp), Meredith Corp

Authorization, Etc. (a) This Agreement and the Notes each other Credit Document have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution each other Credit Document to which the Company is a party when executed and delivery thereof against payment of the purchase price therefor, each Note delivered will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Waste Management Inc), Credit and Term Loan Agreement (Waste Management Inc)

Authorization, Etc. (a) This Agreement Agreement, the Notes and the Notes Indemnity Letter have been duly authorized by all necessary corporate and shareholder action on the part of the Company, and this Agreement constitutesAgreement, and upon execution and delivery thereof against payment each of the purchase price therefor, each Note will constitute, Notes and the Indemnity Letter constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Assumption and Exchange Agreement, Note Assumption and Exchange Agreement (Consolidated Edison Inc)

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized au-thorized by all necessary corporate limited liability company action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Cleco Corp), Cleco Corp

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate or other organizational action on the part of the Companyeach Obligor, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company each Obligor enforceable against the Company such Obligor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Joinder Agreement (Belk Inc), Unitech Services (Unifirst Corp)

Authorization, Etc. (a) This Agreement Agreement, the Other Agreements, the Mortgage and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (American Crystal Sugar Co /Mn/)

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Private Shelf Agreement (Oceaneering International Inc)

Authorization, Etc. (a) This Agreement and the Notes other Note Documents have been duly authorized au­thorized by all necessary corporate action on the part of the each Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each other Note Document will constitute, a legal, valid and binding obligation of the such Company enforceable against the such Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Primo Water Corp

Authorization, Etc. (a) This Agreement and the Series 2007-A Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Series 2007-A Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Granite Construction Inc)

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Authorization, Etc. (a) This Agreement Agreement, the Notes and the Notes other Note Documents have been duly authorized by all necessary corporate action on the part of the each Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note and each other Note Document will constitute, a legal, valid and binding obligation of the each Company enforceable against the each such Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: KMG Chemicals (KMG Chemicals Inc)

Authorization, Etc. (a) This Agreement Agreement, the Indenture and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of thereof, and the purchase price therefor, Indenture and each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (St Joe Co)

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Laclede Group Inc)

Authorization, Etc. (a) This Agreement Agreement, the Notes and the Notes other Finance Documents have been duly authorized by all necessary corporate limited liability company action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note other Finance Document will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Black Hills Corp /Sd/)

Authorization, Etc. (a) This Agreement and the Notes issued or to be issued have been duly authorized au­thorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Delta Natural Gas Co Inc

Authorization, Etc. (a) This Agreement Agreement, the Notes and the Notes other Note Documents have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutesand the other Note Documents constitute, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Ruby Tuesday Inc)

Authorization, Etc. (a) This Agreement and the Notes other Note Documents have been duly authorized by all necessary corporate action on the part of the Company, and each of this Agreement and the other Note Documents constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will shall constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Kitimat Note Purchase Agreement (Roi Land Investments LTD)

Authorization, Etc. (a) This Agreement and the Notes when executed and delivered have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ai) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (bii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Insurance Services (Verisk Analytics, Inc.)

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