Organizational Power. It has all necessary power and authority to enter into and perform this Agreement, to own all the properties owned by it and to carry on the businesses now conducted or presently proposed to be conducted by it. It has taken all action necessary to authorize this Agreement.
Organizational Power. Each BGC Entity represents, and each Newmark Entity represents, as follows:
Organizational Power. AG&T LP is a limited partnership incorporated and legally existing under the laws of the state of Oregon, and has all requisite power and authority to enter into this Assignment and to perform its obligations hereunder.
Organizational Power. Purchaser has the requisite organizational power to enter into and perform this Agreement and each Transaction Document to which it is or will be a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents except, where the failure to have such power, individually or in the aggregate, has not been and would not reasonably be expected to result in a Purchaser Material Adverse Effect.
Organizational Power. Authorization 8
Organizational Power. The Company has all requisite organizational power to enter into Agreement, to perform its obligations hereunder and to consummate the Transactions. The Company and each of its Subsidiaries has all requisite organizational power to own, lease, and operate the Company Assets and to carry on its business as now being conducted, except where the failure to have such power, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Organizational Power. Each Parent Party has all requisite organizational power to enter into Agreement, to perform its obligations hereunder and to consummate the Transactions. Parent and each of its Subsidiaries has all requisite organizational power to own, lease, and operate the Parent Assets and to carry on its business as now being conducted, except where the failure to have such power, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Organizational Power. The execution, delivery and performance by such La/Cal XX Xxxty of (i) this Agreement, (ii) the Contribution Agreement, and (iii) all other instruments to be executed in connection with the this Agreement and the Contribution Agreement, (all such other instruments, together with the Contribution Agreement, are collectively referred to herein as the "Closing Documents") and the consummation of the transactions hereunder contemplated are within such La/Cal XX Xxxty's corporate, partnership or limited liability company powers, have been duly authorized by all necessary corporate, partnership or limited liability company action on the part of such La/Cal XX Xxxty and do not and will not (a) violate or be in conflict with any provision of law or any rule, regulation, order, judgment, decree, permit, license, consent, approval or determination currently in effect having applicability to such La/Cal XX Xxxty or such La/Cal XX Xxxty's articles of incorporation, bylaws, partnership agreement, articles of organization, operating agreement or other governing documents, (b) result in a breach of, constitute or cause a breach or default under any indenture, credit agreement, operating agreement, or any other agreement or instrument to which such La/Cal XX Xxxty is a party or by which such La/Cal XX Xxxty or the Assets may be currently bound or affected, or (c) result in or require the creation or imposition of any mortgage, lien, pledge, security interest, charge, or other encumbrance upon any of the Assets under any such indenture, credit agreement, operating agreement or other agreement or instrument; and such La/Cal XX Xxxty is not in default under any such order, judgment, decree, permit, license, consent, approval, determination, indenture, credit agreement, operating agreement or other agreement, or instrument in any way that now or in the future will materially adversely affect the ability of such La/Cal XX Xxxty to perform its obligations under this Agreement or the Closing Documents; and all consents or approvals under such indentures, agreements, and instruments necessary to permit valid execution, delivery, and performance by such La/Cal XX Xxxty of this Agreement, the Closing Documents and its obligations thereunder have been obtained. In the case of La/Cal XX, xxch representation made in this Section 5.16 is subject to the approval of this Agreement by the partners of La/Cal XX xxxsuant to Section 7.06, below.
Organizational Power. AUTHORIZATION. It has the requisite power and authority, and the legal right, to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Transaction Documents to which it is a party by or against the Servicer or Support Provider, as the case may be, other than (i) those which have duly been obtained or made and are in full force and effect on the Closing Date or the relevant Issuance Date, as the case may be, and (ii) any such consent, authorization, filing, notice or other act, the absence of which would not be reasonably likely to have a Material Adverse Effect. This Agreement and each other Transaction Document to which it is a party have been duly executed and delivered on behalf of the Servicer or the Support Provider, as the case may be.
Organizational Power. AUTHORIZATION. The Company has the requisite power and authority, and the legal right, to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Transaction Documents to which it is a party by or against the Company other than (1) those which have duly been obtained or made and are in full force and effect on the Closing Date or the relevant Issuance Date, as the case may be, (ii) any filings of UCC-1 financing statements or similar documents necessary to perfect the Company's or the Trust's interest in the Trust Assets, (iii) those that may be required under state securities or "blue sky" laws in connection with the offering or sale of certificates and (iv) those the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement and each other Transaction Document to which the Company is a party have been duly executed and delivered on behalf of the Company.
