Resolutions; Authority Sample Clauses

Resolutions; Authority. For each of the Borrower and the Guarantors, resolutions of its board of directors (or similar governing body) certified by its Secretary or an Assistant Secretary which authorize its execution, delivery and performance of the Loan Documents to which it is or is to be a party;
Sample 1Sample 2Sample 3See All (34)
AutoNDA by SimpleDocs
Resolutions; Authority. Attached hereto as “Exhibit C” is a true and correct copy of the resolutions that have been duly adopted by the unanimous written consent of the [Board of Directors of the Company] dated [ , ], and such resolutions have not been amended, modified, revoked or rescinded in any respect since their adoption and remain in full force and effect on the date hereof.
Sample 1Sample 2Sample 3See All (7)
Resolutions; Authority. Resolutions of the board of directors (or similar governing body) of each Loan Party certified by its Secretary or an Assistant Secretary which authorize its execution, delivery, and performance of the Loan Documents to which it is or is to be a party;
Sample 1Sample 2Sample 3See All (6)
Resolutions; Authority. A copy of a resolution of the board of directors of Lessee approving the terms of and the transactions contemplated by this Agreement and the other Lessee Documents, resolving that it enter into this Agreement and the other Lessee Documents and related agreements, including without limitation any amendments hereto, and authorizing a specified person or persons to execute this Agreement and the other Lessee Documents on its behalf, together with such other evidence of the authority of such person or persons to execute this Agreement and the other Lessee Documents as Lessor may reasonably request, including but not limited to extracts or certificates from Government Entities or commercial registries;
Sample 1Sample 2
Resolutions; Authority. A copy of resolutions of the board of directors of Lessee authorizing a specified person or persons to execute any other documentation relating to delivery of the Aircraft to Lessee and the transaction contemplated hereby, together with such other evidence of the authority of such person or persons to execute the same as Lessor may reasonably request, including but not limited to extracts or certificates from Government Entities or commercial registries;
Sample 1Sample 2
Resolutions; Authority. Attached hereto as Exhibit C are true and complete copies of the resolutions that have been duly adopted by the written consent of the board of directors, sole member, general partner, manager, managing member or other governing body, as applicable, of each Loan Party on October [ ], 2018 authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is or is to become a party and the borrowings thereunder and of all documents evidencing other necessary limited liability company or partnership action, as applicable, of each Loan Party, if any, with respect to each Loan Document to which such Loan Party is or is to become a party. All such resolutions have not been amended, modified, revoked or rescinded in any respect since their adoption and remain in full force and effect on the date hereof in the form adopted. No other resolutions have been adopted by the sole member, general partner, manager or managing member, as applicable, of any Loan Party in connection with the Credit Agreement, the other Loan Documents and the transactions contemplated thereby.
Sample 1
Resolutions; Authority. Resolutions of the Board of Directors of each Obligated Party certified by its Secretary or an Assistant Secretary which authorize its execution, delivery, and performance of the Transaction Documents to which it is or is to be a party.
Sample 1
AutoNDA by SimpleDocs
Resolutions; Authority. Resolutions of the Board of Directors of each Borrower, J.R. Investments Corp. ("J.R."), as the general partner of Richmont Capital Partners I, L.P. ("RICHMONT") and MSSC Acquisition Corp ("MSSC"), as the general partner of MS Acquisition Limited ("MS LIMITED" and MSSC, J.R. and the Borrowers, herein the "CORPORATE TRANSACTION PARTIES" and the Corporate Transaction Parties, MS Limited and Richmont, herein the "TRANSACTION PARTIES") certified by its Secretary or an Assistant Secretary which authorize its or, as applicable Richmont's and MS Limited's, execution, delivery, and performance of this Amendment, the Notes executed pursuant hereto and the Master Participation Agreement dated the date hereof to be among the Banks and MS Limited (the "MASTER PARTICIPATION AGREEMENT" and all such documents, collectively the "TRANSACTION DOCUMENTS") to which it is or is to be a party.
Sample 1

Related to Resolutions; Authority

  • Managers Authority We authorize you, acting as Manager, to (i) negotiate, execute and deliver the Underwriting Agreement, (ii) exercise all authority and discretion granted by the Underwriting Agreement and take all action you deem desirable in connection with this Agreement and the Underwriting Agreement including, but not limited to, waiving performance or satisfaction by the Company, any selling security holder or any other party to the Underwriting Agreement of its or their obligations or conditions included in the Underwriting Agreement or the Terms Communication (including this Agreement), if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters and exercising any right of cancellation or termination, (iii) modify, vary or waive any provision in the Underwriting Agreement except the amount of Our Securities or the purchase price (except you may determine the price by Formula Pricing where applicable), (iv) determine the timing and the terms of the Offering (including varying the offering terms and the concessions and discounts to dealers), (v) exercise any option relating to the purchase of Option Securities, and (vi) take all action you deem desirable in connection with the Offering and the purchase, carrying, sale and distribution of the Securities. If there are other Managers with respect to an Offering, you may take any action hereunder alone on behalf of the Managers, and our representations, agreements and authorizations given herein shall also be for the benefit of such other Manager to whom you may grant any of your authority to act hereunder. You may arrange for the purchase by others, who may include your or other Underwriters, of any Securities not taken up by an Underwriter in respect of its obligations hereunder who defaults under this Agreement and/or the Underwriting Agreement. We will assume our proportionate share of all defaulted obligations not assumed by others and any Securities so assumed shall be included in Our Securities. However, nothing in this paragraph will affect our liability or obligations in the event of a default by us or any other Underwriter(s). You may advertise the Offering as you determine and determine all matters relating to communications with dealers or others. We will not advertise the Offering without your consent, and we assume all expense and risk with respect to any advertising by us. Notwithstanding any information you furnish as to jurisdictions where you believe the Securities may be sold, you have no obligation for qualification of the Securities for sale under the laws of any jurisdiction. You may file a New York Further State Notice. You have no liability to us except for your own lack of good faith in meeting obligations expressly assumed by you hereunder.

  • Arbitrator's Authority A. The arbitrator shall have no right to amend, modify, nullify, ignore, add to, or subtract from the terms and conditions of this Agreement. The arbitrator shall consider and decide only the specific issue(s) submitted in writing by the Employer and the Union, and shall have no authority to make a decision on any other issue not so submitted.

  • Pledgor’s Authority No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Stock is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement or (ii) for the exercise by the Agent or the Lenders of their rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities).

  • City’s Manager’s Authority To the extent, if any, the City has the power to suspend or terminate this contract or the Contractor’s services under this contract, that power may be exercised by City Manager or a deputy or assistant City Manager without City Council action.

  • Seller’s Authority Seller has full power to execute and deliver this Agreement and all related documents, and to carry out the transactions contemplated herein. This Agreement is valid, binding and enforceable against Seller in accordance with its terms except as such enforceability may be limited by creditors' rights, laws and applicable principles of equity. Each individual executing this Agreement on behalf of Seller represents and warrants to Buyer that he or she is duly authorized to do so and thereby to bind Seller.

  • Instructions; Authority to Act The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Trust Officer of the Indenture Trustee.

  • Employment Relations Authority If the problem is still not resolved to your satisfaction, then you can apply to the Employment Relations Authority to have the problem investigated and a determination made. This decision can be appealed, by either party, to the Employment Court and then to the Court of Appeal.

  • SECURITIES AND FUTURES AUTHORITY Notwithstanding anything to the contrary contained in a definitive Private Placement Memorandum or any transaction document, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment and tax structure of the securities described herein, any fact relevant to understanding the federal tax treatment or tax structure of the securities described herein, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment or tax structure. -------------------------------------------------------------------------------- Page 12 WEIGHTED AVERAGE LIFE SENSITIVITY TO MATURITY ----------------------------------------------------------------------------------------------------------------------------------- PPC (%) 50 60 75 100 125 150 175 ---- ------------------------------------------------------------------------------------------------------------------------------ A-2 WAL (YRS) 5.76 4.96 4.07 3.08 2.39 1.86 1.25 FIRST PAYMENT DATE 10/25/2003 10/25/2003 10/25/2003 10/25/2003 10/25/2003 10/25/2003 10/25/2003 EXPECTED FINAL MATURITY 2/25/2031 4/25/2029 1/25/2026 3/25/2021 8/25/2017 1/25/2015 9/25/2006 WINDOW 1 - 329 1 - 307 1 - 268 1 - 210 1 - 167 1 - 136 1 - 36 ---- ------------------------------------------------------------------------------------------------------------------------------ M-1 WAL 11.07 9.49 7.72 5.87 5.03 4.90 5.95 FIRST PAYMENT DATE 9/25/2008 11/25/2007 1/25/2007 12/25/2006 4/25/2007 8/25/2007 9/25/2006 EXPECTED FINAL MATURITY 8/25/2028 3/25/2026 9/25/2022 4/25/2018 4/25/2015 2/25/2013 2/25/2013 WINDOW 60 - 299 50 - 270 40 - 228 39 - 175 43 - 139 47 - 113 36 - 113 ---- ------------------------------------------------------------------------------------------------------------------------------ M-2 WAL 11.00 9.41 7.65 5.78 4.82 4.38 4.33 FIRST PAYMENT DATE 9/25/2008 11/25/2007 1/25/2007 11/25/2006 1/25/2007 2/25/2007 5/25/2007 EXPECTED FINAL MATURITY 3/25/2027 8/25/2024 3/25/2021 1/25/2017 3/25/2014 4/25/2012 10/25/2010 WINDOW 60 - 282 50 - 251 40 - 210 38 - 160 40 - 126 41 - 103 44 - 85 ---- ------------------------------------------------------------------------------------------------------------------------------ M-3 WAL 10.90 9.31 7.55 5.70 4.69 4.17 3.94 FIRST PAYMENT DATE 9/25/2008 11/25/2007 1/25/2007 10/25/2006 12/25/2006 1/25/2007 3/25/2007 EXPECTED FINAL MATURITY 12/25/2024 5/25/2022 3/25/2019 5/25/2015 12/25/2012 3/25/2011 11/25/2009 WINDOW 60 - 255 50 - 224 40 - 186 37 - 140 39 - 111 40 - 90 42 - 74 ---- ------------------------------------------------------------------------------------------------------------------------------ B-1 WAL 10.79 9.21 7.46 5.62 4.62 4.07 3.80 FIRST PAYMENT DATE 9/25/2008 11/25/2007 1/25/2007 10/25/2006 11/25/2006 12/25/2006 1/25/2007 EXPECTED FINAL MATURITY 10/25/2023 3/25/2021 2/25/2018 8/25/2014 4/25/2012 8/25/2010 6/25/2009 WINDOW 60 - 241 50 - 210 40 - 173 37 - 131 38 - 103 39 - 83 40 - 69 ---- ------------------------------------------------------------------------------------------------------------------------------ B-2 WAL 10.64 9.06 7.34 5.52 4.53 3.97 3.67 FIRST PAYMENT DATE 9/25/2008 11/25/2007 1/25/2007 10/25/2006 11/25/2006 11/25/2006 12/25/2006 EXPECTED FINAL MATURITY 5/25/2022 11/25/2019 12/25/2016 9/25/2013 7/25/2011 1/25/2010 12/25/2008 WINDOW 60 - 224 50 - 194 40 - 159 37 - 120 38 - 94 38 - 76 39 - 63 ---- ------------------------------------------------------------------------------------------------------------------------------ B-3 WAL 10.35 8.80 7.11 5.35 4.38 3.83 3.52 FIRST PAYMENT DATE 9/25/2008 11/25/2007 1/25/2007 10/25/2006 10/25/2006 11/25/2006 11/25/2006 EXPECTED FINAL MATURITY 12/25/2020 8/25/2018 11/25/2015 10/25/2012 11/25/2010 7/25/2009 7/25/2008 WINDOW 60 - 207 50 - 179 40 - 146 37 - 109 37 - 86 38 - 70 38 - 58 -----------------------------------------------------------------------------------------------------------------------------------

  • Authorization; No Conflicts; Authority This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s charter or by-laws or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause (A) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except such as may be required under the Act, the rules of the Financial Industry Regulatory Authority (“FINRA”) or state securities or blue sky laws; and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.

  • Board Authority The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and such determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.