DUE AUTHORISATION. Each of the undersigned hereby represents to the other that she/ he is authorized to enter into this Agreement and bind the respective parties to this Agreement.
DUE AUTHORISATION. Each party represents to the other party that it has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement and the execution of this Agreement has been duly authorised by all necessary action on its part.
DUE AUTHORISATION. All acts, conditions and things required to be done, fulfilled and performed in order (a) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in each Relevant Document or in any such assignment, (b) to ensure that the obligations expressed to be assumed by it in each Relevant Document or in any such assignment are legal, valid and binding on it and (c) to make each Relevant Document and each such assignment admissible in evidence in England have been done, fulfilled and performed or will be done, fulfilled or performed prior to the execution of such Relevant Document or assignment (as the case may be) save for the payment of stamp duty in respect of any such assignment under Requirement of Law.
DUE AUTHORISATION. All acts, conditions and things required to be done, fulfilled and performed in order (a) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in each Relevant Document or in any such assignment or declaration of trust, (b) to ensure that the obligations expressed to be assumed by it in each Relevant Document or in any such assignment or declaration of trust are legal, valid and binding on it and (c) to make each Relevant Document and each such assignment or declaration of trust admissible in evidence in England have been done, fulfilled and performed or will be done, fulfilled or performed prior to the execution of such Relevant Document or assignment or declaration of trust (as the case may be) save for the payment of stamp duty in respect of any such instrument under Requirement of Law.
DUE AUTHORISATION. The Seller has the power to enter into, exercise its rights and perform and comply with its obligations contained in the Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents to which it is or will be a party.
DUE AUTHORISATION. All Authorisations required by, or desirable to, the Buyer in connection with the entry into, performance, validity and enforceability of and admissibility in evidence of and the transactions contemplated by, the Transaction Documents to which it is a party have been obtained or effected (as appropriate) and are in full force and effect.
DUE AUTHORISATION. 2.1 The execution and delivery of this agreement has been properly authorised by all necessary corporate action of the Seller and the Seller has full corporate power and lawful authority to execute and deliver this agreement and to consummate and perform or cause to be performed its obligations under this agreement and all other documents required hereunder to be executed.
DUE AUTHORISATION. Both the Purchaser and the Guarantor have the power, authority and capacity to execute and perform this Agreement and the transactions contemplated herein. All legally necessary corporate action has been taken and all legally necessary consents have been obtained by the Purchaser and the Guarantor with regard to the execution and performance of this Agreement and the transactions contemplated herein other than the clearances by the merger control authorities and the BaFin referred to in Clauses 7.1 and 7.2 and other approvals expressly referred to in this Agreement.
DUE AUTHORISATION. 2.1 The execution and delivery of this agreement has been properly authorised by all necessary corporate action of the Purchaser.
DUE AUTHORISATION. Delivered with this Certificate and signed by me for the purpose of identification is a true and complete copy of the minutes of a duly convened meeting of the Board of Directors of the borrower duly held on [ ] at which a duly constituted quorum of Directors was present throughout and at which the Resolutions set out in the Minutes were duly passed. Each of those Resolutions remains in full force and effect without modification. Those Resolutions constitute all action necessary on the part of the Borrower to approve the Facility Agreement and to authorise the signing of the Facility Agreement and the giving of any communication or taking of any other action required in connection with the Facility Agreement on behalf of the Borrower.
