Power; Authorization; Consents Sample Clauses

Power; Authorization; Consents. (a) Buyer has the corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to be executed and delivered by Buyer and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to be executed and delivered by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly authorized and approved by the sole shareholder of Buyer and no other corporate proceedings on the part of Buyer or its sole shareholder are necessary to authorize and approve this Agreement and the Ancillary Documents to be executed and delivered by Buyer and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Buyer, and the Ancillary Documents to be executed and delivered by Buyer at the Closing will be duly executed and so delivered by Buyer. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Buyer will constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions.
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Power; Authorization; Consents. Buyer has the corporate power and ------------------------------ authority to enter into this Agreement and the Related Agreements and to perform all its obligations contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize and approve the same. This Agreement and the Related Agreements have been duly executed and delivered by, and constitute valid and binding obligations of, the Buyer, enforceable against Buyer in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies). The execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not:
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Power; Authorization; Consents. GCFC and Buyer have the corporate power and authority to execute, deliver and perform this Agreement and to consummate the Transaction contemplated hereby subject to receipt of any necessary approvals from the Bank Regulatory Agencies and any Agency. The execution, delivery and performance of this Agreement and the consummation of the Transactions contemplated hereby have been duly authorized and approved by the board of directors of GCFC and the Buyer, pursuant to resolutions provided to X'Xxxxxxx, and no other proceedings on the part of GCFC and the Buyer are necessary to authorize and approve this Agreement or the Transaction contemplated hereby. This Agreement has been duly executed and delivered by GCFC and the Buyer and constitutes a valid and binding obligation of GCFC and the Buyer, enforceable against GCFC and the Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. The execution, delivery and performance of this Agreement by GCFC and the Buyer and the consummation of the Transaction contemplated hereby do not and will not:
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Power; Authorization; Consents. Each Borrower has the power and authority to execute, deliver and perform the Loan Documents, including, without limitation, to borrow under this Agreement. Each Borrower has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents and each Borrower has taken all necessary action to borrow under this Agreement. No consent or authorization of, or filing with, any Person (including, without limitation, any Governmental Authority) is required in connection with the execution, delivery and performance by any Borrower or the validity or enforceability against any Borrower of the Loan Documents.
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Power; Authorization; Consents. Each of Xxxxxx Valley and Buyer has the corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the board of directors of each of Xxxxxx Valley and Buyer, and, except as set forth on Schedule 4.2, no other proceedings on the part of Xxxxxx Valley and Buyer are necessary to authorize and approve this Agreement or any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Xxxxxx Valley and Buyer and constitutes a valid and binding obligation of each of Xxxxxx Valley and Buyer, enforceable against of each of Xxxxxx Valley and Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby do not and will not: 28
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Power; Authorization; Consents. Each of LAS and Sub has the corporate power and authority to enter into this Agreement and the Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents and the consummation of the transactions contemplated hereby and thereby have been, or at the Closing will have been, duly authorized and approved by the Board of Directors of each of LAS and Sub and no other corporate proceedings on the part of LAS or Sub are necessary, or will be necessary, to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of LAS and Sub, and constitutes, and the Documents to which it is a party when executed and delivered by LAS or Sub, as the case may be, will constitute, a valid and binding obligation of LAS or Sub, as they case may be, enforceable against LAS or Sub, as the case may be, in accordance with their respective terms. The execution, delivery and performance of this Agreement and the Documents to which it is a part by LAS and Sub and the consummation of the transactions contemplated hereby and thereby do not and will not:
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Power; Authorization; Consents. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the board of directors of the Buyer, and no other proceedings on the part of the Buyer are necessary to authorize and approve this Agreement or any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and will not: (a) contravene any provisions of the certificate of incorporation or by-laws of the Buyer; (b) violate or conflict with any material legal requirement applicable to the Buyer or any of its business or property; or (c) other than filings and waiting periods required by the New Jersey Banking Act of 1948 (the “New Jersey Banking Act”) and the other filings and approvals listed on Schedule C hereto, require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority. 5.3.
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Power; Authorization; Consents. (a) SSC has the corporate power and corporate authority to execute, deliver and perform this Closing Agreement and the Stock Purchase Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Closing Agreement and the Stock Purchase Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of SSC, and neither any other corporate proceedings on the part of the SSC nor any action by shareholders of SSC are necessary to authorize and approve this Closing Agreement and the Stock Purchase Agreement and the transactions contemplated hereby. This Closing Agreement has been duly executed and delivered by SSC, and the other instruments and documents required or contemplated herein to be executed and delivered by SSC at the Closing will be duly executed and so delivered. This Closing Agreement and the Stock Purchase Agreement constitute, and at the Closing each of such other instruments will constitute, a valid and binding obligation of SSC, enforceable against SSC in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies.
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Related to Power; Authorization; Consents

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Power, Authority, Consents The Borrower has the power to execute, deliver and perform this Loan Agreement, the Promissory Note and Pledge Agreement, all of which have been duly authorized by all necessary and proper corporate or other action.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

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