Authority and Approvals. Certified copies of the resolutions of the Board of Directors of the Company (or equivalent documents) authorizing and approving this Agreement, the other Loan Documents to which it is a party and the transactions contemplated hereby and thereby and certified copies of all documents evidencing all necessary corporate action and all other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to this Agreement and the other Loan Documents to which it is a party;
Authority and Approvals. Certified copies of the resolutions of the Board of Directors of the Borrower (or equivalent documents) authorizing and approving this Amendment and Restatement and the Notes, authorizing Borrowings under the Amended and Restated Credit Agreement in an aggregate principal amount up to but not exceeding $250,000,000 at any one time outstanding, and certified copies of all documents evidencing other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes.
Authority and Approvals. The Seller has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly executed and delivered by the Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.
Authority and Approvals. The Seller has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary on their part to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly executed and delivered by the Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies. The Shares are duly authorized, validly issued, fully paid and non-assessable. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, the Shares will be transferred in compliance in all material respects with all applicable federal and state securities laws and the rules.
Authority and Approvals. Certified copies of the resolutions of the Board of Trustees of the trust relating to each Borrower (or equivalent documents) authorizing and approving this Agreement, other than any documents which solely change the name of a Borrower or create a Borrower.
Authority and Approvals. Certified copies of the resolutions of the Board of Directors of the Subsidiary Guarantor (or equivalent documents) authorizing and approving the Subsidiary Guaranty and the transactions contemplated thereby and certified copies of all documents evidencing all necessary corporate action and all other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to the Subsidiary Guaranty;
Authority and Approvals. (a) The Company has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other agreements and instruments contemplated hereby and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and the other agreements and instruments contemplated hereby have been duly executed and delivered by the Company. This Agreement and each of the other agreements and instruments contemplated hereby constitute a valid and binding obligation of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or in law).
Authority and Approvals. (a) The execution and delivery of this Agreement and the other agreements contemplated hereby to which SCF is a party have been duly and properly authorized by all necessary partnership action on the part of SCF. This Agreement and the other agreements contemplated hereby to which it is a party have been duly executed and delivered by SCF and constitute the valid and legally binding obligations of SCF, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority and Approvals. Buyer shall have obtained all licenses, permits, certificates, approvals and other authorizations from the appropriate governmental agencies that are necessary to operate the Park Place Retirement Community as a retirement apartment facility, including but not limited to the DSHS Medicaid Contract. In the event State of Washington and/or other applicable authorities does not issue by the time of Closing all such licenses and permits which are necessary to own and operate the assets and carry out the business of Park Place Retirement Community, and Buyer has timely made all such applications and diligently pursued obtaining such licenses and permits, Buyer may terminate this Agreement, the Xxxxxxx Money shall be returned to Buyer, and this Agreement shall be null and void.
Authority and Approvals. Buyer shall have obtained all licenses, permits, certificates, approvals and other authorizations from the appropriate governmental agencies that are necessary to operate the Park Place Retirement Community as a retirement apartment facility, including but not limited to the DSHS Medicaid Contract.
