Authority to Execute and Perform U Clause Samples

Authority to Execute and Perform U. K. Documents and Related ----------------------------------------------------------- Documents. The Managing Trustee agrees for the benefit of the Owner Participant --------- (i) upon receipt of the authorization and direction by the Owner Participant, to execute and deliver the U.K. Documents contemplated to be executed and delivered by the Managing Trustee and to take the other actions contemplated to be taken by the Managing Trustee under the U.K. Documents, (ii) to execute and deliver any other agreement, instrument or certificate contemplated by the U.K. Documents as the Owner Participant from time to time may direct in written instructions to the Managing Trustee (all U.K. Documents to which the Trust is a party being herein referred to as the "Owner Trust U.K. Documents"), (iii) -------------------------- subject to the terms of this Trust Agreement and of the Owner Trust U. K. Documents to which the Managing Trustee is a party, to take whatever action shall be required to be taken by the Managing Trustee by the terms of, and exercise its rights (upon instructions received from the Owner Participant) and perform its duties under, each of the documents, agreements, instruments and certificates referred to in clauses (i) and (ii) of this Section 2.2 as set forth in such documents, agreements, instruments and certificates, and (iv) subject to the terms of this Trust Agreement and the other Operative Documents and U.K Documents to which it is a party, to take such other action in connection with the foregoing as the Owner Participant may from time to time direct in written instructions to the Managing Trustee.
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Related to Authority to Execute and Perform U

  • Authority to Execute and Perform Agreement The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.

  • Authority to Execute and Perform Agreements Empirical and the Trust each represent that it has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform its respective obligations hereunder.

  • Authority to Execute Agreement Each of the Parties represents and warrants that its undersigned representative has been expressly authorized to execute this Agreement for and on behalf of such Party.

  • Authorization to Execute other Loan Documents Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents other than this Agreement.

  • Delivery and Performance All work performed under contracts or task orders will be at the highest quality applicable and delivered according to Statement of Objectives (SOO), Statement of Works (SOW), or Performance Work Statements (PWS). The Contractor must deliver and perform according to the requirements of the contract or task order, and may be denied further work for substandard performance. The Government may include deliveries or performance requirements, such as (1) optional clauses, (2) agency clauses, or (3) specific clauses, in a contract or task order.