Approval and Authorization Clause Samples
The Approval and Authorization clause establishes the requirement that certain actions, decisions, or expenditures must receive formal consent from designated individuals or entities before proceeding. In practice, this clause may specify which parties have the authority to approve contracts, financial transactions, or project milestones, and outline the process for obtaining such approvals, such as written confirmation or board resolutions. Its core function is to ensure that only authorized personnel can commit the organization to obligations, thereby reducing the risk of unauthorized actions and maintaining internal controls.
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Approval and Authorization. (a) The Lenders hereby approve the forms of each First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, each Subsidiary Guarantor Pledge Agreement and the Collateral Agreement and authorize the Administrative Agent and the Collateral Agent (i) to enter into the same on their behalf (in the case of the First Lien Intercreditor Agreements and the Second Lien Intercreditor Agreement, with such changes thereto as may be reasonably acceptable to the Collateral Agent) and (ii) to perform their duties and obligations and to exercise their rights and remedies thereunder. The Lenders authorize the Administrative Agent and the Collateral Agent to, and the Administrative Agent and the Collateral Agent may (in their respective sole discretion or shall, to the extent required by any Loan Document) enter into and deliver to the Borrower any amendments to or modifications of any Security Document as contemplated by the last sentence of this Section 5.13(a) in form and substance reasonably acceptable to the Administrative Agent and Collateral Agent. The Lenders acknowledge that the Collateral Agent will be acting as collateral agent for the holders of the Obligations (which may include holders of certain Specified Debt Instruments, Permitted Pari Passu Debt or other debt instruments) under the Security Documents, in each case, on the terms provided for therein and in the First Lien Intercreditor Agreements and/or the Second Lien Intercreditor Agreement. Without the consent of any Arranger, Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent, as applicable, may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or modification of any Security Document, any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement, to secure Permitted Pari Passu Debt, add other parties (or the authorized agent thereof) holding Permitted Pari Passu Debt or to establish that the Liens on any Collateral securing such Permitted Pari Passu Debt shall be pari passu under a First Lien Intercreditor Agreement with the Liens on such Collateral securing the Loan Document Obligations, in each case, on the terms provided for in the Security Agreement and/or the First Lien Intercreditor Agreements and so long as such Pari Passu Secured Notes are permitted to be incurred and so secured hereunder and each agreement governing any other existing Permitted Pari Pa...
Approval and Authorization. The execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly and validly authorized by all necessary action on the part of the Buyer and is a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to, or affecting creditor's rights and general equity principles.
Approval and Authorization. Seller has taken all limited liability company action required to approve the execution of this Agreement and all other Transaction Documents and the consummation of the transaction contemplated by this Agreement. This Agreement has been, and the other Transaction Documents will be, duly executed and delivered by Seller, and this Agreement constitutes, and the other Transaction Documents when executed and delivered will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy laws and other similar laws affecting creditors’ rights generally, and except that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Approval and Authorization. This Plan of Merger has been approved by the Boards of Directors of both Parent and the Company pursuant to section 233(7) of the Companies Law.
Approval and Authorization. The execution and delivery of this Agreement by Seller and the performance of the transactions contemplated herein have been duly and validly authorized by Seller, and this Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its respective terms subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditor's rights and general equity principles.
Approval and Authorization. (a) The Lenders hereby approve the forms of the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, each Subsidiary Guarantor Pledge Agreement and the Collateral Agreement and authorize the Administrative Agent and the Collateral Agent (i) to enter into the same on their behalf (in the case of the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, with such changes thereto as may be reasonably acceptable to the Collateral Agent) and (ii) to perform their duties and obligations and to exercise their rights and remedies thereunder. The Lenders acknowledge that the Collateral Agent will be acting as collateral agent for the holders of the Obligations and the Senior Secured Notes Obligations under the Security Documents, on the terms provided for therein and in the First Lien Intercreditor Agreement and/or the Second Lien Intercreditor Agreement.
(b) No later than 90 days following each incurrence of Pari Passu Senior Secured Notes, the Company shall deliver, or cause to be delivered, amendments to each Vessel Mortgage to which a Loan Party is then party (except to the extent the Administrative Agent determines in its sole discretion such amendment is not required) for purposes of providing the benefit of such security interest of such Vessel Mortgage for the benefit of the holders of such Pari Passu Senior Secured Notes on substantially the same basis as is provided under the applicable Vessel Mortgage (and with such other changes as are reasonably acceptable to the Collateral Agent and the Company).
Approval and Authorization. This Plan of Merger has been approved by the board of directors of each of the Acquiror and PubCo pursuant to section 233(3) of the Companies Act.
Approval and Authorization. The Lenders hereby approve the forms of the Subsidiary Guarantor Pledge Agreement and the Collateral Agreement and authorize the Administrative Agent and the Collateral Agent (i) to enter into the same on their behalf and (ii) to perform their duties and obligations and to exercise their rights and remedies thereunder. The Lenders acknowledge that the Collateral Agent will be acting as collateral agent for the holders of the Obligations under the Security Documents, on the terms provided for therein.
Approval and Authorization. The Town has full power and authority to enter into this Agreement and to fully perform all of its duties and obligations hereunder. The Town has duly authorized the execution and delivery of this Agreement and the Town’s performance of all of its duties and obligations contained herein, and this Agreement constitutes a valid and legally binding obligation of the Town, enforceable in accordance with its terms. A copy of the Town’s resolution approving this Agreement and authorizing its execution is attached hereto as Exhibit “A”.
Approval and Authorization. This Agreement shall not be effective until MSC ▇▇▇▇▇▇▇▇▇.▇▇▇ SDN BHD approves RA's Registration Authority application. RA warrants and represents that the representative submitting this Agreement on its behalf has been duly authorized to do so by RA.