DUE AUTHORIZATION definition

DUE AUTHORIZATION. The CLIENT has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CLIENT. No issuance of shares of the CLIENT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CLIENT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization. moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement.
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DUE AUTHORIZATION and "enforceability" opinion with respect to the Company, of this Agreement, the Share Repurchase Agreement and the Option Termination Agreement, (ii) written opinion that Chapter 1704 of the Ohio Revised Code is not applicable to the Transactions and (iii) written "due authorization" opinion by the Company with respect to those certain voting agreements to which the Company and certain shareholders of Parent and the Company are parties, which opinions shall contain assumptions, qualifications and exceptions customarily contained in legal opinions of such firm concerning such matters and shall be limited to the laws of the State of Ohio.
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DUE AUTHORIZATION. The Operator has taken all actions required to be taken by it under law, its Certificate of Incorporation and bylaws or otherwise and has
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Examples of DUE AUTHORIZATION in a sentence

  • NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS ORGANIZED UNDER THE LAWS OF A STATE OTHER THAN CALIFORNIA, THE CORPORATION LAWS OF THAT STATE SHALL GOVERN THE PROCEDURAL AND SUBSTANTIVE MATTERS PERTAINING TO THE DUE AUTHORIZATION, ISSUANCE, DELIVERY AND EXERCISE OF THIS WARRANT AND OF THE CAPITAL STOCK UPON EXERCISE HEREOF (INCLUDING ANY CAPITAL STOCK ISSUABLE UPON CONVERSION OF ANY CONVERTIBLE SECURITY ISSUABLE UPON EXERCISE HEREOF).

  • THIS AGREEMENT, ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY SELLER, CONSTITUTES THE VALID AND BINDING OBLIGATION OF PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.

  • ARTICLE XXVII - DUE AUTHORIZATION Each party represents that all required authorizations have been obtained to execute this grant and for the compliance with each and every term hereof.

  • FIRSTRUST SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR DUE AUTHORIZATION OR CONFIRMATION THEREOF OF ANY ENTRY RECEIVED FROM YOU).

  • ACKNOWLEDGEMENT BY RENTER OF DUE AUTHORIZATION, RIGHT TO COUNSEL, ETC.

  • I ALSO UNDERSTAND AND ACKNOWLEDGE THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY UPON DUE AUTHORIZATION FROM THE BOARD OF DIRECTORS OF THE COMPANY.

  • DUE AUTHORIZATION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE NOTE.

  • SECTION 4.1. INCORPORATION AND ORGANIZATION; GOOD STANDING; DUE AUTHORIZATION.

  • THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY PARENT AND, ASSUMING THE DUE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY, IS A VALID AND BINDING OBLIGATION OF PARENT, ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT ITS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES.

  • DUE AUTHORIZATION .........................................................................


More Definitions of DUE AUTHORIZATION

DUE AUTHORIZATION. Third Party Consents. Purchaser has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and, except as otherwise set forth herein, no approval or consent of any person other than the Purchaser is necessary in connection with the execution, delivery, or performance of this Agreement. The execution, delivery, and performance of this Agreement by the Purchaser has been duly authorized by its board of directors and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement constitutes a legal and binding obligation of the Purchaser, and is valid and enforceable against the purchaser in accordance with its terms except that (i) the enforcement of certain rights and remedies created by this Agreement is subject to bankruptcy, insolvency, reorganization, and similar laws of general application affecting the rights and remedies of parties, and (ii) the enforceability of any particular provision of this Agreement under principles of equity or the availability of equitable remedies, such as specific performance, injunctive relief, waiver or other equitable remedies, is subject to the discretion of courts of competent jurisdiction.
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DUE AUTHORIZATION. The Vendor has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been, or prior to Closing will be, duly authorized by all necessary corporate action on the part of the Vendor.
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DUE AUTHORIZATION. The Owner has taken all actions required to be taken by law, its Articles of Incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, subject to approval by the Bankruptcy Court for the District of New Jersey.
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Related to DUE AUTHORIZATION

  • Service Authorization means that Open Ecosystem Partner needs to meet specific qualification requirements for the products included in a “Service” Product Family that Open Ecosystem Partner wants to promote and offer Services for as set out in detail in the Open Ecosystem Program Guide.

  • Private Authorizations means all franchises, permits, licenses, approvals, consents and other authorizations of all Persons (other than Governmental Authorities).

  • Failure of authorization means the failure to

  • Sell Authorization means that Partner needs to meet specific training and qualification requirements for the products included in an “On Premise” Product Family that Partner wants to resell as set out in detail in the PartnerEdge Program Guide and the applicable RSPI.

  • certificate of authorization means a certificate of authorization issued to a professional corporation pursuant to the Public Accounting Act, 2004 to permit it to engage in the practice of public accounting;