Organization; Authority; Power Sample Clauses

Organization; Authority; Power. The Grantee is a 501(c)3 nonprofit, charitable foundation organized as a nonstock corporation pursuant to Chapter 181 of the Wisconsin Statutes with a principal place of business located at 000 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 with the full legal right and power to authorize, execute and deliver this Agreement, to receive the requested Grant in an amount not to exceed $200,000 as identified in Exhibit “C”, to undertake and implement the use of the Grant funds described herein and to conduct all transactions contemplated by the foregoing including without limitation, compliance with the applicable federal laws and regulations associated with ARPA funds, compliance with applicable state and local laws and regulations associated with the Project Scope, recordkeeping and reporting required by ARPA. Xxxxxxx has duly and validly authorized the execution and delivery of the submittal referred to as Exhibit “B” and this Agreement, and has provided a copy of said authorization to the County and by executing this Agreement represents that it has all the necessary power and authority to do so and to bind the Grantee to its terms and conditions.
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Organization; Authority; Power. The Grantee is a private, nonprofit charitable organization and nonstock corporation organized pursuant to Chapter 181 of the Wisconsin Statutes with its principal place of business located at 0000 Xxxxxxx 00, Xxxxxxxxx Xxxxx, XX 00000. Grantee, by its Board of Directors adopted a Resolution, attached hereto as Exhibit “D” setting forth the full legal right and power to authorize, execute and deliver this Agreement, to receive the requested Grant in an amount not to exceed $175,000 as identified in Exhibit “C”, to undertake and implement the use of the Grant funds described herein and to conduct all transactions contemplated by the foregoing including without limitation, compliance with the applicable federal laws and regulations associated with ARPA funds, compliance with applicable state and local laws and regulations associated with the Project Scope, recordkeeping and reporting required by ARPA. Xxxxxxx has duly and validly authorized the execution and delivery of the submittal referred to as Exhibit “B” and this Agreement, and has provided a copy of said authorization to the County and by executing this Agreement represents that it has all the necessary power and authority to do so and to bind the Grantee to its terms and conditions.
Sample 1
Organization; Authority; Power. The Grantee is a local unit of government, 000 X. Xxxxx Xxxxxx, XX Xxx 000, Xxxxxx, XX 00000, with the full legal right and power to authorize, execute and deliver this Agreement, to receive the requested Grant in an amount not to exceed $20,000 as identified in Exhibit “C”, to undertake and implement the use of the Grant funds described herein and to conduct all transactions contemplated by the foregoing including without limitation, compliance with the applicable federal laws and regulations associated with ARPA funds, compliance with applicable state and local laws and regulations associated with the Project Scope, recordkeeping and reporting required by ARPA. Xxxxxxx has duly and validly authorized the execution and delivery of the submittal referred to as Exhibit “B” and this Agreement, and has provided a copy of said authorization to the County and by executing this Agreement represents that it has all the necessary power and authority to do so and to bind the Grantee to its terms and conditions. As evidence of its authority, Xxxxxxx has adopted a motion authorizing entering into this Agreement with the County at its meeting on November 3, 2022, a copy of the meeting minutes are attached hereto as Exhibit “D”.
Sample 1
Organization; Authority; Power. The Grantee is a public body and a body corporate and politic, exercising public powers pursuant to Section 59.53(22), Wis. Stats. and to the extent applicable Sections 66.1201 to 66.1211, Wis. Stats., with the full legal right and power to authorize, execute and deliver this Agreement, to receive the requested Grant in an amount not to exceed $350,000 as identified in Exhibit “B”, to undertake and implement the use of the Grant funds described herein and to conduct all transactions contemplated by the foregoing including without limitation, compliance with the applicable federal laws and regulations associated with ARPA funds, compliance with applicable state and local laws and regulations associated with the Project Scope, recordkeeping and reporting required by ARPA. Xxxxxxx has duly and validly authorized the execution and delivery of the request referred to as Exhibit “C” and this Agreement, and has provided a copy of said authorization to the County and by executing this Agreement represents that it has all the necessary power and authority to do so and to bind the Grantee to its terms and conditions.
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Organization; Authority; Power. The Grantee is a municipality located at located at 000 X. Xxxx Xxxxxx, Xxxxxxx, XX 00000 with the full legal right and power to authorize, execute and deliver this Agreement, to receive the requested Grant in an amount not to exceed $350,000 as identified in Exhibit “C”, to undertake and implement the use of the Grant funds described herein and to conduct all transactions contemplated by the foregoing including without limitation, compliance with the applicable federal laws and regulations associated with ARPA funds, compliance with applicable state and local laws and regulations associated with the Project Scope, recordkeeping and reporting required by ARPA. Grantee has duly and validly authorized the execution and delivery of the submittal referred to as Exhibit “B” as evidenced by its resolution dated July 26, 2022 as Resolution No. 2022-06 titled Resolution Encouraging Dodge County Board Approval of ARPA Funds for the City of Horicon, attached hereto as Exhibit “D”, and this Agreement, and has provided a copy of said authorization to the County and by executing this Agreement represents that it has all the necessary power and authority to do so and to bind the Grantee to its terms and conditions.
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Organization; Authority; Power. As applicable, the representing party is (a) duly formed and validly existing and in good standing under the laws of the State of its formation or incorporation, as the case may be; and (b) has full power, legal capacity and authority to execute and deliver this Agreement and the documents contemplated hereby.
Sample 1
Organization; Authority; Power. The Grantee is an organization comprised of the following units of local government: Village of Reeseville, Village of Xxxxxx, Village of Xxxxxx, Town of Xxxxxx, Town of Portland, Town of Clyman, Town of Xxxx along with the Reeseville, Clyman and Lowell Fire Departments and the Lowell/Reeseville First Responders; formed and governed by an Intergovernmental Agreement dated December 20, 2021, with a mailing address of P.O. Box 46, Reeseville, Wisconsin 53579, a copy of which is attached hereto as Exhibit “E” with the full legal right and power to authorize, execute and deliver this Agreement, to receive the requested Grant in an amount not to exceed $432,000 as identified in Exhibit “C”, to undertake and implement the use of the Grant funds described herein and to conduct all transactions contemplated by the foregoing including without limitation, compliance with the applicable federal laws and regulations associated with ARPA funds, compliance with applicable state and local laws and regulations associated with the Project Scope, recordkeeping and reporting required by ARPA. Xxxxxxx has duly and validly authorized the execution and delivery of the submittal referred to as Exhibit “B” and this Agreement, and has provided a copy of said authorization to the County and by executing this Agreement represents that it has all the necessary power and authority to do so and to bind the Grantee to its terms and conditions. In making this Agreement with CLR Fire and Rescue Group, County relies on the validity of the Intergovernmental Agreement, Exhibit “E”, as its representation regarding the authority and capability of the CLR Fire and Rescue Group to fulfill its obligations hereunder.
Sample 1
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Organization; Authority; Power. The Grantee is a local unit of government located at 000 Xxxxxx Xxxxxx, P.O. Box 129, Clyman, Wisconsin 53016. The Village of Xxxxxx Board adopted a motion at a Special Board meeting on January 27, 2023 authorizing entering into this Agreement, a copy of the meeting minutes from said meeting is attached hereto as Exhibit “D” and incorporated herein, evidencing the Village’s legal right and power to authorize, execute and deliver this Agreement, to receive the requested Xxxxx in an amount not to exceed $410,400 as identified in Exhibit “C”, to undertake and implement the use of the Grant funds described herein and to conduct all transactions contemplated by the foregoing including without limitation, compliance with the applicable federal laws and regulations associated with ARPA funds, compliance with applicable state and local laws and regulations associated with the Project Scope, recordkeeping and reporting required by ARPA. Xxxxxxx has duly and validly authorized the execution and delivery of the submittal referred to as Exhibit “B” and this Agreement, and has provided a copy of said authorization to the County and by executing this Agreement represents that it has all the necessary power and authority to do so and to bind the Grantee to its terms and conditions.
Sample 1

Related to Organization; Authority; Power

  • Organization; Authority Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it 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.

  • Organization; Authorization Grantee is a nonprofit corporation, duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed. Grantee has established and maintains valid nonprofit status under Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, and all rules and regulations promulgated under such Section. Grantee has duly authorized by all necessary action the execution, delivery and performance of this Agreement. Grantee has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of Grantee, enforceable against Grantee in accordance with the terms hereof.

  • Organization; Authority; Qualification Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

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

  • Incorporation; Authorization; Etc Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

  • Due Organization, Authorization Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

  • Organization, Authority and Significant Subsidiaries The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Company, copies of which have been provided to Treasury prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.

  • Organization, Authority and Qualification (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) duly and validly executed and delivered by Parent, and, (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent), a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).

  • Due Organization, Authorization; Power and Authority Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

  • Organization; Authority; Enforceability To the extent that such ML Party is not an individual, such ML Party (a) is an entity validly existing, and in good standing (or the equivalent), if applicable, under the Laws of the jurisdiction in which it is formed and (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party is a party and to consummate the transactions contemplated hereby and thereby. No other limited liability company or other proceedings on the part of such ML Party are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such ML Party is a party and the consummation of the transactions contemplated hereby and hereby. This Agreement has been duly executed and delivered by such ML Party and constitutes the valid and binding agreement of such ML Party, enforceable against such ML Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

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