GUARANTORS' CORPORATE AUTHORIZATION Sample Clauses

GUARANTORS' CORPORATE AUTHORIZATION. The execution, delivery and performance by the Guarantors of their respective Guaranties and the other Loan Documents to which they are parties have been duly authorized by all necessary corporate action, do not require any shareholder approval or the approval or consent of any trustee or the holders of any Indebtedness of either Guarantor, except such as have been obtained (certified copies thereof having been delivered to the Agent), do not contravene any law, regulation, rule or order binding on either of them or their respective Articles of Incorporation or Bylaws and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which either Guarantor or any of their respective Subsidiaries is a party or by which either Guarantor, any such Subsidiary or any of their respective properties may be bound or affected.
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Related to GUARANTORS' CORPORATE AUTHORIZATION

  • Corporate Authorization The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

  • Corporate Authority If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms.

  • Corporate Existence and Authority The Assuming Institution (i) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.

  • Corporate Power The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Designation and Authorization 1. Each Party shall have the right to designate as many airlines as it wishes to conduct international air transportation in accordance with this Agreement and to withdraw or alter such designations. Such designations shall be transmitted to the other Party in writing through diplomatic channels, and shall identify whether the airline is authorized to conduct the type of air transportation specified in Annex I or in Annex II or both.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Organization and Good Standing; Power and Authority Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Subject to the receipt of the Regulatory Approval, Buyer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

  • ACKNOWLEDGMENT & BINDING CORPORATE AUTHORITY 2 By submitting this proposal, the individual(s) submitting on behalf of the Vendor certify that they are authorized by Vendor to complete and submit this proposal on behalf of Vendor and that this proposal was duly submitted on behalf of Vendor by authority of its governing body, if any, and within the scope of its corporate powers. Vendor further certifies that it has read, examined, and understands all portions of this solicitation including but not limited to all attribute questions, attachments, solicitation documents, bid notes, and the Vendor Agreement(s). Vendor certifies that, if necessary, Vendor has consulted with counsel in understanding all portions of this solicitation. TIPS 230104 Trades, Labor, and Materials (2 Part with JOC) Binswanger Enterprises, LLC dba TIPS REFERENCE FORM All requested information must be typed and uploaded in Excel format. TIPS will reach out via the emails provided so please ensure that they are typed and accurate. Do not handwrite or upload in any format other than Excel. Emails provided must be current and active. Do not include TIPS/Region 8 employees as a reference. The entities that you provide must be paying customers, not affiliates/partners/manufacturers/resellers, etc. You must provide below at least five (5) references from five different entity customers, preferably government or non-profit entities, who have purchased goods or services from your vendor entity within the last three years. Customer Entity Name Customer Contact Valid Contact Email Valid Contact Phone Hamilton County Dept. of Education Xxx Xxxxx xxxxx_xxx@xxxx.xxx 000-000-0000 Tarrant County College Xxx Xxxxxxx xxx.xxxxxxx@xxxx.xxx 000-000-0000 Texas Women's University Xxxxx Xxxxx xxxxxx@xxx.xxx 000-000-0000 University of Downtown Houston Xxxxx Xxxx xxxxxxxxx@xxx.xxx 000-000-0000 Denton County Auditor Xxxx Xxxxxxxx xxxx.xxxxxxxx@xxxxxxxxxxxx.xxx 000-000-0000 TIPS CONTRACT 230104 REQUIRED CONFIDENTIALITY CLAIM FORM (VENDOR MUST COMPLETE THE FOLLOWING VENDOR INFORMATION) Vendor Entity Name: Binswanger Glass Enterprises, LLC dba Binswanger Glass Vendor Authorized Signatory Name: Xxxxxxx X. Xxxxxxx Vendor Authorized Signatory Title: Assistant Secretary of the Corporation Vendor Authorized Signatory Email: xxxxxxxx@xxxxxxxxxxxxxxx.xxx Vendor Address: 000 X. Xxxxxxxxx Xxxxxx City: Memphis State: TN Zip Code: 38104 Vendor agrees that it is voluntarily providing its data (including but not limited to: Vendor information, Vendor documentation, Vendor’s proposal, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images, Vendor’s contact information, Vendor’s brochures and commercial information, Vendor’s financial information, Vendor’s certifications, and any other Vendor information or documentation submitted to TIPS by Vendor and its agents) (Hereinafter, “Vendor Data”) to TIPS. Vendor understands and agrees that TIPS is a government entity subject to public information laws including but not limited to Texas Government Code (TGC) Chapter 552. Vendor agrees that regardless of confidentiality designations herein, Vendor’s submission of a proposal constitutes Vendor’s consent to the disclosure and release of Vendor’s Data and comprehensive proposal, including any information deemed confidential or proprietary herein, to and by TIPS Members. Notwithstanding the foregoing permissible release to TIPS Members, if Vendor considers any portion of Vendor’s proposal to be otherwise confidential and not subject to public disclosure pursuant to public information laws, including but not limited to TGC Chapter 552, Vendor must properly execute Option 1 only below, attach to this PDF all documents and information that Vendor deems confidential, and upload the consolidated documentation. Regardless of the Option selected below, this form must be completed and uploaded to the “Response Attachments” section of the eBid System entitled “Required Confidentiality Claim Form.” Execution and submission of this form is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a request, a Public Information Request, or subpoena. If TIPS receives a request, any responsive documentation not deemed confidential by you through proper execution of Option 1 of this form will be automatically released. For information deemed confidential by you through proper execution of Option 1 of this form, TIPS will follow procedures of controlling statute(s) regarding withholding that documentation and shall not be liable for any release of information required by law, including Attorney General opinion or court order. (VENDOR MUST COMPLETE ONE OF THE TWO OPTIONS AND UPLOAD IN THE EBID SYSTEM) OPTION 1 – DESIGNATING CONFIDENTIAL MATERIALS – YES, VENDOR HAS ATTACHED CONFIDENTIAL MATERIALS (Confirm each bullet point and sign below) ▪ Vendor claims some Vendor Data confidential to the extent permitted by TGC Chapter 552 and other applicable law. ▪ Vendor attached to this PDF all potentially confidential Vendor Data and listed the number of attached pages below. ▪ Vendor’s authorized signatory has signed below and shall upload this document in the proper location in the eBid System. ▪ Vendor agrees that TIPS shall not be liable for any release of confidential information required by law. Number of pages attached deemed confidential: Authorized Signature: OPTION 2 – WAIVER OF CONFIDENTIALITY – NO, VENDOR HAS NOT ATTACHED CONFIDENTIAL MATERIALS (Confirm each bullet point and sign below) By signing for Option 2 below, Vendor expressly waives any confidentiality claim for all Vendor Data submitted in relation to this proposal and resulting contract. Vendor confirms that TIPS may freely release Vendor Data submitted in relation to this proposal or resulting contract to any requestor. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of Vendor Data by TIPS or TIPS Members. ▪ Vendor’s authorized signatory has signed below and shall upload this document in the proper location in the eBid System. Xxxxxxx X. Xxxxxxx Xxxxxxx Digitally signed by Xxxxxxx X.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

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