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.

  • Representations and Warranties 56 Section 6.1. Organization and Qualification 56 Section 6.2. Authority and Validity of Obligations 56 Section 6.3. Use of Proceeds; Margin Stock 57 Section 6.4. Financial Reports 57 Section 6.5. No Material Adverse Change 57 Section 6.6. Full Disclosure 57 Section 6.7. Governmental Authority and Licensing 58 Section 6.8. Litigation and Other Controversies 58 Section 6.9. Approvals 58 Section 6.10.

  • REPRESENTATIONS AND WARRANTIES 56 Section 6.1. Organization and Qualification 56 Section 6.2. Subsidiaries 56 Section 6.3. Authority and Validity of Obligations 56 Section 6.4. Use of Proceeds; Margin Stock 57 Section 6.5. Financial Reports 57 ‑ii ‑ Section 6.6. No Material Adverse Change 58 Section 6.7. Full Disclosure 58 Section 6.8. Trademarks, Franchises, and Licenses 58 Section 6.9. Governmental Authority and Licensing 58 Section 6.10.

  • Corporate Authority and Validity of Obligations......................57 SECTION 3.04.

  • 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.

  • Corporate Authority and Validity of Obligations................................................

  • 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.

  • 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.

  • Section 8.1. Corporate Organization and Authority Section 8.2. Subsidiaries Section 8.3. Corporate Authority and Validity of Obligations Section 8.4. Financial Statements Section 8.5. Material Adverse Change Section 8.6. No Litigation; No Labor Controversies Section 8.7. Taxes Section 8.8. Approvals Section 8.9. ERISA Section 8.10.

  • REPRESENTATIONS AND WARRANTIES 56 ‑ii ‑ Section 6.1. Organization and Qualification 56 Section 6.2. Subsidiaries 56 Section 6.3. Authority and Validity of Obligations 56 Section 6.4. Use of Proceeds; Margin Stock 57 Section 6.5. Financial Reports 57 Section 6.6. No Material Adverse Change 58 Section 6.7. Full Disclosure 58 Section 6.8. Trademarks, Franchises, and Licenses 58 Section 6.9. Governmental Authority and Licensing 58 Section 6.10.

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: -

  • 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.

  • 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.

  • Judicial Authority means any court, arbitrator, special master, receiver, tribunal or similar body of any kind.

  • 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 means the Montgomery County Municipal

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Governmental or Regulatory Authority means any court, tribunal, arbitrator, authority, agency, bureau, board, commission, department, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, and shall include any stock exchange, quotation service and the National Association of Securities Dealers.

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