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. 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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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).

  • The purity attributes are mostly expressed as a percentage by weight of the seed sample analyzed (Scott, 1980).The pure seed component of physical purity relates to the species specified by the source or the species predominantly discovered in the test.

  • 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).

  • 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.

  • 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.

  • Each Signatory Stockholder hereby represents and warrants to Parent and the Buyer as follows: 2.1. DUE AUTHORIZATION, ETC.

  • MISCELLANEOUS24Section 21.1. RESERVED RIGHTS OF ACCESS 24Section 21.2. GUARANTORS 24Section 21.3. QUIET POSSESSION 24Section 21.4. DUE AUTHORIZATION 24Section 21.5. SECURITY MEASURES 24Section 21.6. RESERVATION OF RIGHTS 24Section 21.7. JOINT OBLIGATIONS 25Section 21.8. NO COUNTERCLAIMS 25Section 21.9. BANKRUPTCY 25Section 21.10.

  • REPRESENTATIONS AND WARRANTIES 36 4.1. ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION 36 4.2. CAPITAL STOCK AND OWNERSHIP 36 4.3. DUE AUTHORIZATION 36 4.4. NO CONFLICT 36 4.5. GOVERNMENTAL CONSENTS 36 4.6. BINDING OBLIGATION 37 4.7. HISTORICAL FINANCIAL STATEMENTS 37 4.8. PROJECTIONS 37 4.9. NO MATERIAL ADVERSE CHANGE 37 4.10.

  • Zurek, Preferred states, predictability, classicality, and the environment-induced decoherence, Progr.

  • THIS AGREEMENT HAS BEEN AND, AS OF THE CLOSING, THE SERIES B INVESTOR RIGHTS AGREEMENT WILL BE, DULY EXECUTED AND DELIVERED BY THE INVESTOR AND, ASSUMING THE DUE AUTHORIZATION, EXECUTION AND DELIVERY HEREOF AND THEREOF BY THE COMPANY, CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE INVESTOR, ENFORCEABLE AGAINST THE INVESTOR IN ACCORDANCE WITH ITS TERMS, SUBJECT, AS TO ENFORCEABILITY, TO THE BANKRUPTCY AND EQUITY EXCEPTION.


More Definitions of DUE AUTHORIZATION

DUE AUTHORIZATION. The Operator has taken all actions required to be taken by it under law, its Articles of Incorporation, its bylaws or otherwise and has obtained all approvals and consents necessary to authorize the execution, delivery and performance of this Agreement by it and the consummation of the transactions contemplated hereby except such approvals and consents the absence of which would not have a material adverse effect on the Facilities, the Operator or upon the Operator's ability to perform its obligations hereunder.
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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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DUE AUTHORIZATION means properly authorized in accordance with Section 4-101.
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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 Distributor needs to meet specific training and qualification requirements for each product included in an “On Premise” Product Family that Distributor wants to resell as set out in detail in the Distributor 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;

  • Consents, Clearances and Permits means all authorizations, licenses, approvals, registrations, permits, waivers, privileges, acknowledgements, agreements, or concessions required to be obtained from or provided by any concerned authority for the purpose of setting up of the generation facilities and/ or supply of power;

  • Governmental Authorization means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

  • Governmental Authorizations means, with respect to any Person, all licenses, permits, certificates, waivers, consents, franchises (including similar authorizations or permits), exemptions, variances, expirations and terminations of any waiting period requirements and other authorizations and approvals issued to such Person by or obtained by such Person from any Governmental Authority, or of which such Person has the benefit under any Applicable Law.

  • Service Authorization Request means a Provider’s or Enrollee’s request to the Contractor for the provision of a service.

  • Prior authorization means that we must approve the Services in advance in order for the Services to be covered.

  • Fire authority means the department, agency, or public entity with responsibility

  • Responsible Authority means any of the following: -

  • Letter of Authorization means a letter signed by an officer of the licensee on whose behalf the filing is submitted that designates filing authority to the filer.

  • PURCHASE AUTHORITY means the officer signing the acceptance of tender and shall include any officer who has authority to execute the relevant contract on behalf of the purchaser.

  • Authorizations means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority.

  • Governmental Consents has the meaning set forth in Section 3.5.

  • Material Consents as defined in Section 7.3.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Appropriate Authority means any government or taxing authority.

  • Authorization Letter means a letter agreement executed by Borrower in the form of EXHIBIT A.

  • Corporate Authorities means the City Council of the City.

  • Applicable Authority means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative Agent or the SOFR Administrator and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator.

  • Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower or any Subsidiary required by any Environmental Requirement.

  • Product Authorizations means any and all approvals, including applicable supplements, amendments, pre- and post-approvals, clearances, licenses, notifications, registrations, certifications or authorizations of any Governmental Authority, any Standard Body necessary for the manufacture, development, distribution, use storage, import, export, transport, promotion, marketing, sale or other commercialization of a Product in any country or jurisdiction.

  • ACH Authorization means the ACH Debit Authorization Agreement in substantially the form of Exhibit H.

  • Parent Permits means franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations, clearances, exemptions, certificates, approvals and orders of any Governmental Authority necessary for Parent and each of its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted.