Authority and Approvals Sample Clauses

Authority and Approvals. Certified copies of the resolutions of the Board of Directors of the Borrower (or equivalent documents) authorizing and approving this Agreement, authorizing Borrowings hereunder in an aggregate principal amount up to but not exceeding $450,000,000 at any one time outstanding, and certified copies of all documents evidencing all necessary corporate action and all other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to this Agreement;

Authority and Approvals. The Seller has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly executed and delivered by the Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Authority and Approvals. Vendor represents that: (a) it is a corporation duly formed and in good standing under the laws of the State of Delaware; (b) it is qualified and registered to transact business in the County and all locations where the performance of its obligations hereunder would require such qualification; (c) it has all necessary rights, powers, and authority to enter into and perform under this Agreement; (d) the execution, delivery, and performance of this Agreement by Vendor have been duly authorized by all necessary corporate action; (e) the individual executing this Agreement on behalf of and for Vendor is an authorized agent of Vendor who has actual authority to bind Vendor to each and every Section and obligation of this Agreement and that all requirements of Vendor have been fulfilled to bestow such actual authority upon such individual; (f) following execution of this Agreement by Vendor (and assuming the due execution of this Agreement by County), this Agreement will constitute the legal and binding obligation of the Vendor enforceable in accordance with its terms; (g) the execution and performance of this Agreement by Vendor shall not violate any domestic law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor is a party or by which it is bound; (h) it has, and covenants that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services and Deliverables, and develop and implement the Systems, as contemplated by this Agreement; and (i) that Vendor owns or leases, and covenants that it shall own or lease, or have the right to use, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of Vendor’s lenders, appropriate right, title, or interest in and to the tangible property that Vendor intends to use or uses to provide the Services and Deliverables and to develop and implement the Systems in accordance herewith. Vendor covenants that it shall use all commercially reasonable efforts to obtain, and cooperate with and assist the County in obtaining, any clearances and approvals of the County’s End Users that are necessary to permit the new Vendor Personnel to continue working on such End Users’ projects on and after the applicable Service Commencement Date, except that the County shall be responsible for any costs associated with obtaining such clearances and approvals.

Authority and Approvals. The Seller has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary on their part to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly executed and delivered by the Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies. The Shares are duly authorized, validly issued, fully paid and non-assessable. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, the Shares will be transferred in compliance in all material respects with all applicable federal and state securities laws and the rules.

Authority and Approvals. Certified copies of the resolutions of the Board of Trustees of the trust relating to each Borrower (or equivalent documents) authorizing and approving this Agreement, other than any documents which solely change the name of a Borrower or create a Borrower.

Authority and Approvals. Certified copies of the resolutions of the Board of Directors of the Subsidiary Guarantor (or equivalent documents) authorizing and approving the Subsidiary Guaranty and the transactions contemplated thereby and certified copies of all documents evidencing all necessary corporate action and all other necessary action (corporate, partnership or otherwise) and governmental approvals, if any, with respect to the Subsidiary Guaranty;

Authority and Approvals. As of the Effective Date, County represents that: (a) it is a political subdivision of the State of California duly organized and existing under the Constitution and laws of the State of California; (b) it has all requisite rights, powers, and authority to enter into and perform its obligations under this Agreement;

Authority and Approvals. (a) The execution and delivery of this Agreement and the other agreements contemplated hereby to which SCF is a party have been duly and properly authorized by all necessary partnership action on the part of SCF. This Agreement and the other agreements contemplated hereby to which it is a party have been duly executed and delivered by SCF and constitute the valid and legally binding obligations of SCF, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) No approval, authorization or consent from any governmental entity is required by or with respect to SCF in connection with the execution and delivery of this Agreement or any other agreement contemplated hereby by SCF or the consummation by SCF of the transactions contemplated hereby or thereby, except for any such approvals, authorizations or consents the failure of which to be made or obtained has not impaired and could not reasonably be expected to impair the ability of SCF to perform its obligations under this Agreement or any other agreement contemplated hereby in any material respect.

Authority and Approvals. (a) The Company has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other agreements and instruments contemplated hereby and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and the other agreements and instruments contemplated hereby have been duly executed and delivered by the Company. This Agreement and each of the other agreements and instruments contemplated hereby constitute a valid and binding obligation of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or in law). (b) The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby do not conflict with or violate (i) the organizational documents of the Company, (ii) any material agreement to which the Company is a party or to which its properties are subject or (iii) any law applicable to it, in each case in a manner that could reasonably be expected to have a material adverse effect on the business, operations, properties, condition (financial or otherwise), results of operations, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole. (c) No approval, authorization or consent from any governmental entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any other agreement or instrument contemplated hereby by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for any such approvals, authorizations or consents, the failure of which to be made or obtained (i) has not had and could not reasonably be expected to have a material adverse effect on the business, operations, properties, financial condition or results of operations of the ...