Authorization; Compliance. Each authorization request You submit to Payment World must fully comply with the applicable provisions of this Agreement. Submission of an authorization request that does not fully comply may result in assessment of additional fees to You, a declined authorization response or a Chargeback to You.
Authorization; Compliance. All necessary corporate action has been taken by Seller to authorize the execution, delivery and performance of this Agreement by Seller. The execution, delivery and performance by the Seller of this Agreement and the sale and delivery of the Shares by the Seller will not violate, conflict with or result in a breach of any agreement or other document or undertaking to which the Seller is a party or by which the Seller is bound or violate any law, regulation, order, writ, injunction or decree of any court or administrative or governmental body by which the Seller is bound.
Authorization; Compliance. The execution, delivery and performance ------------------------- of this Agreement and the Demand Note (collectively, as hereafter amended and modified from time to time, the "Loan Documents") and the transactions -------------- contemplated by this Agreement and the other Loan Documents are within the corporate power and authority of the Borrower and have been authorized by all necessary corporate proceedings, and do not and will not (i) require any consent or approval of the stockholders of the Borrower, (ii) violate the charter documents or by-laws of the Borrower, (iii) violate any law, rule, order or regulation applicable to the Borrower, (iv) contravene any provision of, or constitute (with due notice or lapse of time or both), a default under, any other agreement, instrument, order or undertaking binding on the Borrower, or (v) result in the creation or imposition of any lien or encumbrance on any of the properties, assets or rights of the Borrower, except to the extent that any such violation, contravention, default or result described in clauses (iii), (iv) and (v) above does not, individually or in the aggregate, have a Material Adverse Effect.
Authorization; Compliance. The execution and delivery of, and the performance by Borrower of its obligations under this Agreement and the Note (a) are within its corporate powers, (b) have been duly authorized by all requisite corporate action, (c) do not violate any provision of law, any order of any court or other agency of government, or the Certificate of Incorporation or other charter documents of such Borrower, and (d) do not violate any indenture, agreement or other instrument to which such Borrower is a party, or by which it is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Agreement, result in the creation or imposition of any lien upon any of the property or assets of such Borrower pursuant to, any such indenture, agreement or instrument.
Authorization; Compliance. The Guarantor has the power and authority to issue this Guaranty. This Guaranty has been duly authorized by all necessary action on the Guarantor’s part, and does not require any approval or other action of the shareholders of the Guarantor or approval or consent of any trustee or holders of any indebtedness or obligations of the Guarantor or of any other Person, except such as have been obtained, and the Guarantor has duly executed and delivered this Guaranty. The Guarantor’s execution, delivery, and performance of this Guaranty are not inconsistent with the Guarantor’s certificate of incorporation or bylaws, do not contravene any Applicable Law applicable to or binding on the Guarantor, and do not contravene, result in any breach of, or constitute any default or result in the creation of any Lien under, any indenture, mortgage, security agreement, deed of trust, or other agreement or instrument to which the Guarantor is a party or by which the Guarantor or its properties are bound.
Authorization; Compliance. The execution and delivery of, and performance by Borrower of its obligations under, this Agreement, the Notes and the Security Documents executed by it, have been duly authorized by all requisite action, will not violate any provision of law, any order of any court or other agency of government, the charter or by-laws of Borrower, or any indenture, agreement or other instrument to which Borrower is a party, or by which it is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by the Security Documents executed by it, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower pursuant to, any such indenture, agreement or instrument. This Agreement, the Notes and the Security Documents to which Borrower is a party have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower enforceable in accordance with their respective terms. Except as set forth on SCHEDULE 5.03 hereto, Borrower is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any court, governmental instrumentality or other agency, or any other Person, in connection with or as a condition to the execution, delivery or performance of this Agreement, the Notes, or any Security Documents, as the case may be, other than such filings as are required to perfect any lien granted by the Security Documents.
Authorization; Compliance. The Authorizations are valid and in full force and effect without materially adverse conditions except for such conditions as are generally applicable to Industry Canada Authorizations or holders of Industry Canada Authorizations. No event has occurred and is continuing that could: (i) result in the revocation, termination or adverse modification of any Authorization listed on Schedule 1.1; or (ii) materially and adversely affect any rights of Licensee thereunder prior to Closing or of Manager after Closing. Licensee has no reason to believe that the Authorizations will not be renewed by the Industry Canada in the ordinary course. The current ownership and operation by Licensee, as applicable, of the Authorizations comply in all material respects with all the regulations and policies of the Industry Canada.
Authorization; Compliance. The Purchaser has full power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement. The Purchaser, nor its subsidiaries, directors, officers or employees is an OFAC Sanctioned Person. None of (i) the purchase and sale of the Shares, (ii) the execution, delivery and performance of this Agreement or (iii) the consummation of any transaction contemplated hereby or thereby, or the fulfillment of the terms hereof or thereof, will result in a violation of applicable law or a violation of any of the OFAC Sanctions.
Authorization; Compliance. Intentionally Omitted.
Authorization; Compliance. The Authorizations are valid and in ------------------------ full force and effect without materially adverse conditions except for such conditions as are generally applicable to FCC 38 GHz authorizations or holders of FCC 38 GHz authorizations. To Sellers' best knowledge no event has occurred and is continuing that could: (i) result in the revocation, termination prior to expiration in accordance with its terms or adverse modification of any Authorization listed on Schedule 1.1; or (ii) materially and adversely affect any rights of Sellers thereunder prior to Closing or of ART after Closing. Neither Seller has any reason to believe that the Authorizations will not be renewed by the FCC in the ordinary course. The current ownership and operation by each Seller, as applicable, of the Authorizations comply in all material respects with the Federal Communications Act of 1934, as amended (the "Communications Act"), the rules, regulations and policies of the FCC promulgated thereunder, and all other federal, state and local laws, rules, regulations and ordinances applicable to the Assets and is not in default or violation of any order, writ, injunction or decree of any court of governmental agency or instrumentality applicable to either the Seller or the Assets.
