Authorization; Enforcement; Xxxxxxxx The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
Compliance and Enforcement 1. These compliance and enforcement provisions address the additional contractual remedies available to Board as a result of Concessionaire’s failure, if any, to comply with the obligations set forth in the ACDBE Program requirements. The contractual remedies set forth in the ACDBE Program are also applicable to any failure to comply with the Program requirements, as well as any remedies available at law or in equity. These remedies are not intended to apply to any failure by Concessionaire to comply with other obligations under this Agreement unrelated to the Program requirements or preclude Board’s recovery of its actual damages for such unrelated breaches.
2. The Concessionaire and its ACDBE business partners must attend and participate in onboarding, progress, or non-compliance meetings and site visits upon request. The Concessionaire must forward all necessary documents and information during the course of performance under this Agreement and to close out the agreement and must cooperate with BDDD in providing any information, including the final accounting for ACDBE participation on this Agreement.
3. BDDD is empowered to receive and investigate complaints and allegations by ACDBEs, third parties or Board Staff, or to initiate its own investigations, regarding Concessionaire’s compliance with the ACDBE Program requirements. If BDDD determines that an investigation is warranted, Concessionaire must fully cooperate with the investigation and provide complete, truthful information to the Board concerning the investigation and Concessionaire’s compliance with the ACDBE Program requirements.
4. The failure of Concessionaire to meet the ACDBE contractual commitment or comply with any other aspect of the ACDBE Program requirements may constitute a material breach of this Agreement, entitling the Board to exercise any remedy available in this agreement/contract, the Program requirements or applicable law.
5. The Board may report any suspected false, fraudulent or dishonest conduct relating to the Concessionaire’s performance of the Program requirements to the Board’s Department of Audit Services or to any applicable enforcement agency, including the State Attorney General's Office and appropriate federal law enforcement authorities.
6. If Concessionaire/contractor is in breach of any of the Program requirements/ACDBE contract provisions, including non-payment of a contractor/subcontractor, the Board may exercise any of following remedies, in addition to any other remedies available to it under this agreement/contract or at law or in equity:
(a) withholding funds payable under this agreement/contract, including, but not limited to, funds payable for work self- performed by the Concessionaire/contractor or applicable retainage;
(b) temporarily suspending, at no cost to DFW, Concessionaire performance under the Lease;
(c) termination of this Lease;
(d) suspension/debarment, in accordance with applicable law, of Concessionaire/contractor from participating in any solicitations issued by DFW for severity of breach of contract; and
7. With respect to ACDBE firms, a finding of non-compliance could result in a denial of certification or removal of eligibility and/or suspension and debarment.
8. With respect to a firm not meeting their commitment on a previous lease or the underutilization of an ACDBE on a previous lease, BDDD shall regard as non-responsive any proposal or competitive selection process proposal received.
9. In the case of a joint venture with more than one ACDBE partner, if one ACDBE partner is non-compliant the entire joint venture is deemed non- compliant.
A. GENERAL REQUIREMENTS
1. It is the policy of the Dallas/Fort Worth International Airport Board of Directors (“Airport Board”) to support the growth and development of Minority/Women Business Enterprises (“M/WBE”) that can successfully compete for Airport prime contracting and subcontracting opportunities.
Authorization; Enforcement The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.