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

  • Maker represents and warrants --------------------------------------- to Payee, as of the date hereof, that: (a) Due Authorization.

  • Due Authorization; Execution and Delivery........................

  • Authority; Due Authorization; Valid Obligation.................31 SECTION 3.03.

  • Authority, Due Authorization; Valid Obligation; Fairness Opinion......................................................10 SECTION 2.05.

  • Section 4.01 Organization; Structure Chart; Requisite Power and Authority; Qualification 124 Section 4.02 Equity Interests and Ownership 124 Section 4.03 Due Authorization 124 Section 4.04 No Conflict 125 Section 4.05 Governmental Consents 125 Section 4.06 Binding Obligation 125 Section 4.07 Historical Financial Statements 125 Section 4.08 Projections 126 Section 4.09 No Material Adverse Change 126 Section 4.10 Adverse Proceedings, Etc.

  • Due Authorization; Validity.......................................................55 5.03.

  • Section 5.1. Organization 59 Section 5.2. Due Authorization 59 Section 5.3. No Conflict 60 Section 5.4. Litigation and Proceedings 60 Section 5.5. SEC Filings 60 Section 5.6. Internal Controls; Financial Statements 61 Section 5.7. Governmental Authorities; Approvals 62 Section 5.8. Trust Account 62 Section 5.9. Investment Company Act; JOBS Act 63 Section 5.10.

  • Section 7.1 Organization 16 Section 7.2 Due Authorization, Non-Contravention, Defaults etc.

  • Section 6.1. Acquiror Organization 48 Section 6.2. Due Authorization 48 Section 6.3. No Conflict 49 Section 6.4. Litigation and Proceedings 50 TABLE OF CONTENTS (continued) Page Section 6.5. SEC Filings 50 Section 6.6. Internal Controls; Listing; Financial Statements 50 Section 6.7. Governmental Authorities; Consents 51 Section 6.8. Trust Account 52 Section 6.9. Investment Company Act; JOBS Act 52 Section 6.10.

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER 52 6.1 Due Organization 52 6.2 Due Authorization 52 -ii- TABLE OF CONTENTS (continued) Page 6.3 Consents and Approvals; Authority Relative to this Agreement 53 6.4 Litigation 53 6.5 Brokers 53 ARTICLE 7.


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 means properly authorized in accordance with Section 4-101.
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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. 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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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;

  • 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 permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

  • Governmental Authorizations means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement.

  • 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 licenses, permits and approvals required by any governmental or quasi-governmental agency, body or officer for the ownership, operation and use of the Property or any part thereof.

  • 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 with respect to its publication of SOFR, in each case acting in such capacity 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 with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity.

  • Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower 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 Regulatory Agency necessary for the preclinical or clinical testing, 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 has the meaning set forth in Section 4.1.