Votes, Consents and Authorizations Sample Clauses

Votes, Consents and Authorizations. Lender shall have received and approved certified copies of all limited liability company and corporate votes, consents and authorizations that may be reasonably required to evidence authority for: (a) closing the Loan and the transactions contemplated hereby; (b) providing continuing authorization to designated persons to deal in all respects on behalf of Borrower; and (c) the execution of all Loan Documents.
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Votes, Consents and Authorizations. Administrative Agent shall have received and approved certified copies of all partnership, trust, entity and corporate votes, consents and authorizations as may be reasonably required to evidence authority for: (i) closing the Facility and the transactions contemplated hereby; (ii) providing continuing authorization to designated persons to deal in all respects on behalf of Borrower; and (iii) the execution of all Credit Documents.
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Votes, Consents and Authorizations. Agent shall have received and approved certified copies of all partnership, limited liability company and corporate votes, consents and authorizations that may be reasonably required to evidence authority for: (a) closing the Loan and the transactions contemplated hereby; (b) providing continuing authorization to designated persons to deal in all respects on behalf of Borrower, Member, Guarantor, and all of the other Loan Parties; and (c) the execution of all Loan Documents.
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Votes, Consents and Authorizations. All action on the part of the Borrower and Guarantor necessary for the valid execution, delivery and performance by (x) the Borrower of this Agreement and the other Loan Documents to which it is or is to become a party, and (y) the Guarantor of the Loan Documents to which it is or is to become a party, shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. The Agent shall have received from the Borrower true copies of the Borrower's by-laws and the resolutions adopted by the Borrower's board of directors authorizing the transactions described herein, each certified by the Borrower's secretary as of a recent date to be true and complete, and the Agent shall have received from the Guarantor true copies of the Guarantor's Declaration of Trust and the resolutions adopted by the Guarantor's Board of Trustees authorizing the transactions described herein, each certified by the Guarantor's Secretary as of a recent date to be true and complete.
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Votes, Consents and Authorizations. All action on the part of the Borrowers and Guarantors necessary for the valid execution, delivery and performance by (x) the Borrowers of this Agreement and the other Loan Documents to which it is or is to become a party, and (y) the Guarantors of the Loan Documents to which they are or are to become a party, shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. The Agent shall have received from the Borrowers and Charter Mac Corporation true copies of their respective by-laws and the resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete, and the Agent shall have received from Charter Municipal Acceptance Company true copies of its Declaration of Trust and the resolutions adopted by its Board of Trustees authorizing the transactions described herein, each certified by its Manager as of a recent date to be true and complete.
Sample 1
Votes, Consents and Authorizations. Lender shall have received and approved copies of all votes, consents and authorizations, certified by the secretary or other official keeper of Borrower’s records authorized to give such certification, as may be reasonably required to evidence authority for: (i) the execution and delivery of each of the Mezzanine Loan Documents and the transactions contemplated thereby; and (ii) providing continuing authorization to designated persons to deal in all respects on behalf of Borrower hereunder or in connection with the transactions contemplated hereby.
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Votes, Consents and Authorizations. All actions on the part of the Borrower and Charter Mac necessary for the valid execution, delivery and performance by (x) the Borrower of this Agreement and the other Loan Documents to which it is or is to become a party, and (y)
Sample 1
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Votes, Consents and Authorizations. All action on the part of the Borrower necessary for the valid execution, delivery and performance by it of this Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. The Agent shall have received from the Borrower true copies of its Constituent Documents, and the consent of the sole member of the Borrower, or equivalent body, authorizing the transactions described herein, certified by an Authorized Representative as of a recent date to be true and complete.
Sample 1

Related to Votes, Consents and Authorizations

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Filings and Authorizations The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as currently conducted.

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • Appointment and Authorization Each Bank irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to the Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • Licenses, Permits and Authorizations The related Mortgagor has represented in the related Mortgage Loan documents that, and to the actual knowledge of the Seller, as of the date of origination of such Mortgage Loan, all material licenses, permits and authorizations then required for use of the related Mortgaged Property by such Mortgagor, the related lessee, franchisor or operator have been issued and were valid and in full force and effect.

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