Entity Authority. If the Investor is a corporation, partnership, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement and Investor Information Statement on behalf of such entity has been duly authorized by such entity to do so.
Entity Authority. The Investor is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature page hereof, with the requisite corporate power and authority to purchase the Shares to be purchased by it hereunder and to execute and deliver this Agreement. The Investor has previously made other investments or engaged in other substantive business activities prior to receiving an opportunity to purchase the Shares and was not formed with a view to investment in the Shares.
Entity Authority. The execution and delivery by each Borrower hereunder of this Agreement and all of the other Loan Documents executed by it and the performance of the Borrower’s obligations hereunder and thereunder: (i) are within the Borrower’s corporate, company or other entity powers; (ii) are duly authorized by the Borrower’s Directors, Managers or the equivalent, and, to the extent required, Shareholders, Members, Partners or the equivalent; (iii) are not in contravention of the terms of the Borrower’s Articles of Incorporation and by-laws, Articles of Organization and Operating Agreement, or other such similar entity formation and operating agreement, or of any indenture, or other material agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its property is bound or any judgment, decree or order applicable to Borrower; (iv) do not, as of the execution hereof, require the Borrower to obtain any governmental consent, registration or approval; (v) do not contravene any contractual or governmental restriction binding upon the Borrower; and (vi) will not, except as contemplated herein, result in the imposition of any lien, charge, security interest or encumbrance upon any property of the Borrower under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which the Borrower is a party or by which it or any of its property may be bound or affected.
Entity Authority. If Tenant executes this Lease as a corporation, partnership or limited liability company, each of the persons executing this Lease on behalf of Tenant does hereby personally covenant and warrant that Tenant is a duly authorized and existing legal entity, that Tenant has and is qualified to do business in Kentucky, that the entity has full right and authority to enter into this Lease and that each person signing on behalf of the entity was authorized to do so.
Entity Authority. Each person signing this agreement on behalf of any entity states that he or she has full authority to sign this agreement on behalf of the entity and that party has taken all necessary actions. In addition, each entity party states that this agreement does not violate or breach that party’s articles of incorporation, articles of organization, bylaws, operating agreement, or any other agreement or law by which that party is bound.
Entity Authority. The execution, delivery and performance of each of the Loan Documents to which the Borrower or any other member of the Borrower Affiliated Group is a party and the transactions contemplated hereby and thereby are within the corporate, limited liability company, partnership or other power and authority of the Borrower or such member of the Borrower Affiliated Group and have been authorized by all necessary corporate or other entity proceedings, and do not and will not (a) require any consent or approval of any creditors, trustees for creditors, shareholders, members or partners of the Borrower or such member of the Borrower Affiliated Group (other than any such consent that has been obtained prior to the Closing Date and delivered to the Administrative Agent), (b) contravene any provision of the charter documents, by-laws or other organizational documents of the Borrower or such member of the Borrower Affiliated Group or any law, rule or regulation applicable to the Borrower or such member of the Borrower Affiliated Group, (c) contravene any provision of, or constitute an event of default or event that, but for the requirement that time elapse or notice be given, or both, would constitute an event of default under, any other agreement, instrument, order or undertaking binding on the Borrower or such member of the Borrower Affiliated Group other than those that could not reasonably be expected to have a Material Adverse Effect, or (d) result in or require the imposition of any Encumbrance on any of the properties, assets or rights of the Borrower or such member of the Borrower Affiliated Group.
Entity Authority. The person signing this Agreement on behalf of COH has been duly authorized by COH to do so.
Entity Authority. Seller is a business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation. Seller has full power and authority to execute and deliver all documents, agreements and instruments contemplated by this exhibit (the "Transaction Documents") and to perform its obligations thereunder. All necessary corporate action and other proceedings required to be taken by or on behalf of Seller or its shareholders, members or partners (as the case may be) to authorize Seller to enter into the Transaction Documents and consummate the transactions contemplated thereby in accordance with the terms thereof have been duly and properly taken.
Entity Authority. Each individual executing this Agreement on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said entity in accordance with duly adopted organizational documents or agreements and if appropriate a resolution of the entity, and that this Agreement is binding upon said entity in accordance with its terms.
Entity Authority. Buyer has full corporate or partnership power and authority to execute and deliver this Agreement and to perform all of the terms and conditions hereof to be performed by Buyer and to consummate the transactions contemplated hereby. This Agreement and all documents executed by Buyer which are to be delivered to Transferors at Closing have been duly executed and delivered by Buyer and are or at the time of Closing will be the legal, valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except as the enforcement thereof may be limited by applicable Creditors' Rights Laws. Buyer is not presently subject to any bankruptcy, insolvency, reorganization, moratorium, or similar proceeding.
