Authorization of Company Clause Samples

The 'Authorization of Company' clause establishes that the company has obtained all necessary approvals and legal authority to enter into and perform its obligations under the agreement. This typically means that the company’s board of directors or other governing body has formally approved the transaction, and that the company is not restricted by its organizational documents or applicable laws from proceeding. By including this clause, the agreement ensures that the company is fully empowered to act, reducing the risk of later disputes over the validity or enforceability of the contract due to lack of proper authorization.
Authorization of Company. Each Subsidiary Borrower hereby authorizes the Company to give on behalf of such Subsidiary Borrower all notices, consents and other communications that may be given by such Subsidiary Borrower under or in connection with this Agreement or any other Loan Document, and to receive on behalf of such Subsidiary Borrower all notices, consents and other communications that may be given to such Subsidiary Borrower under or in connection with this Agreement or any other Loan Document (in each case, irrespective of whether or not such notice, consent or other communication is expressly provided elsewhere in this Agreement to be given or received by the Company on behalf of such Subsidiary Borrower). Such notices, consents and other communications may include Borrowing Requests, notices as to continuations, conversions and prepayments of Loans, notices and demands in connection with Defaults, and notices and demands in connection with the exercise by the Administrative Agent or any Lender of remedies. Such notices, consents and other communications may be given by or to the Company in its own name or in the name of the applicable Subsidiary Borrower. The authority given by each Subsidiary Borrower in this Section is coupled with an interest and is irrevocable until all the Revolving Credit Commitments and all Letters of Credit and Acceptances have expired or been terminated and all the obligations of such Subsidiary Borrower under this Agreement and the other Loan Documents have been paid in full.
View SourceView Similar (10)
Authorization of Company. The Subsidiary Borrower hereby authorizes the Company to give on behalf of the Subsidiary Borrower all notices, consents and other communications that may be given by the Subsidiary Borrower under or in connection with this Agreement or any other Loan Document, and to receive on behalf of the Subsidiary Borrower all notices, consents and other communications that may be given to the Subsidiary Borrower under or in connection with this Agreement or any other Loan Document (in each case, irrespective of whether or not such notice, consent or other communication is expressly provided elsewhere in this Agreement to be given or received by the Company on behalf of the Subsidiary Borrower). Such notices, consents and other communications may include Borrowing Requests, notices as to continuations, conversions and prepayments of Loans, issuances, extensions and renewals of Letters of Credit, notices and demands in connection with Defaults, and notices and demands in connection with the exercise by the Administrative Agent or any Lender of remedies. Such notices, consents and other communications may be given by or to the Company in its own name or in the name of the applicable Subsidiary Borrower. The authority given by each Subsidiary Borrower in this Section is coupled with an interest and is irrevocable until all the Commitments have expired or been terminated and all the obligations of the Subsidiary Borrower under this Agreement and the other Loan Documents have been paid in full.
View SourceView Similar (4)
Authorization of Company. The Company has full limited liability company power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and under any agreement or contract contemplated hereby, including the Ancillary Agreements. The execution, delivery and performance by the Company of this Agreement and the agreements and contracts contemplated hereby has been duly and validly authorized and no additional limited liability company authorization or consent is required in connection with the execution, delivery and performance by the Company of this Agreement and the agreements and contracts contemplated hereby.
View SourceView Similar (3)
Authorization of Company. The Company has full power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and under any agreement or contract contemplated hereby, including the Transaction Agreements to which it is or becomes a party. The execution, delivery and performance by the Company of this Agreement and the agreements and contracts contemplated hereby, including the Transaction Agreements to which it is or becomes a party, have been duly and validly authorized, and no additional authorization or consent is required in connection with the execution, delivery and performance by the Company of this
View SourceView Similar (2)
Authorization of Company. The Company has all necessary power and authority to execute and deliver any and all Company Ancillary Documents hereunder and to which it is a party and to perform its obligations thereunder and to consummate this Agreement and the transactions contemplated thereby. The execution, delivery and performance by the Company of the Company Ancillary Documents to which it is a party and the consummation of this Agreement and the transactions contemplated thereby have been duly authorized and approved by all of the Company's members and managers in accordance with the Company Organizational Documents and all Laws. When each of the Company Ancillary Documents to which the Company is a party has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery thereof by the other parties thereto, each such Company Ancillary Document will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability (a) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally, and (b) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). .
View SourceView Similar (2)
Authorization of Company. The Board of Directors and Stockholders of the Company shall, to the extent required by applicable law, have approved this Agreement and the Plan of Share Exchange. Certified copies of the Company's Board of Directors minutes authorizing the transactions contemplated by this Agreement shall be delivered to Buyer.
View Source
Authorization of Company. 2.1 Upon the terms and conditions set forth in this Agreement Eclipse hereby appoints and authorizes the Company, and the Company hereby accepts Eclipse's appointment and authorization, to market Internet Services and designated Supplemental Services to any person or entity which is not then an End User, in such states or territories of the United States as Eclipse has provided a local dial connection to the Company. 2.2 The Company's authority to market Internet Services and Supplemental Services, shall not extend to marketing such services to any person or entity which is at the time, an End User but not one of the Company's Accounts, unless prior written authority is obtained from Eclipse. 2.3 The Company's authority hereunder, shall be limited to marketing Internet Services and Supplemental Services in accordance with the scheduled rates, policies, restrictions and conditions prescribed hereunder or as may otherwise be prescribed by Eclipse from time to time, and to obtain orders for Internet Services and Supplemental Services ("Service Subscriptions") from prospective End Users utilizing forms of service agreements provided by Eclipse. The Company shall make no representations and give no guarantees or warranties with respect to the Internet Services or Supplemental Services except as expressly authorized in writing by Eclipse. 2.4 The Company shall promptly forward to Eclipse, all Service Subscriptions obtained from any prospective End User for processing. 2.5 Eclipse reserves the right to reject any Service Subscription from any person, or entity which is already an End User or if Eclipse otherwise determines that service to such prospective End User, is not in the best interest of Eclipse. 2.6 The Company agrees to pay Eclipse, upon the execution of this Agreement, a one-time non-refundable fee of fifteen thousand dollars ($15,000.00) for the Program Setup. The fee shall be paid in three installments as follows: (i) The first installment of $5,000 upon contract execution; (ii) $5,000 on July 23, 1999 and (iii) $5,000 on August 23, 1999. Customer specifically understands that Eclipse will not commence work on the Services described herein unless and until the first required payment of the set-up fee is received. The fee is used to cover 2.7 The Company agrees to pay Eclipse, a $750.00 per month recurring charge to include customer branded sales management tool maintenance, customer branded end-user account creation maintenance and radius database ma...
View Source
Authorization of Company. Each Subsidiary Borrower hereby authorizes the Company to give on behalf of such Subsidiary Borrower all notices, consents and other communications that may be given by such Subsidiary Borrower under or in connection with this Agreement or any other Loan Document, and to receive on behalf of such Subsidiary Borrower all notices, consents and other communications that may be given to such Subsidiary Borrower under or in connection with this Agreement or any other Loan Document (in each case, irrespective of whether or not such notice, consent or other communication is expressly provided elsewhere in this Agreement to be given or received by the Company on behalf of such Subsidiary Borrower). Such notices, consents and other communications may include Borrowing Requests, notices as to continuations, conversions and prepayments of Loans, notices and demands in connection with Defaults, and notices and demands in connection with the exercise by the Administrative Agent or any Lender of remedies. Such notices, consents and other communications may be given by or to the Company in its own name or in the name of the applicable Subsidiary Borrower. The authority given by each Subsidiary Borrower in this Section is coupled with an interest and is irrevocable until all the Revolving Credit Commitments and all Letters of Credit have expired or been terminated and all the obligations of such Subsidiary Borrower under this Agreement and the other Loan Documents have been paid in full. CREDIT AGREEMENT LENDERS JPMORGAN CHASE BANK, N.A. /s/ JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent BANK OF AMERICA, N.A. /s/ BANK OF AMERICA, N.A. WACHOVIA BANK, NATIONAL ASSOCIATION /s/ WACHOVIA BANK, NATIONAL ASSOCIATION NORTH FORK BANK /s/ NORTH FORK BANK LASALLE BANK NATIONAL ASSOCIATION /s/ LASALLE BANK NATIONAL ASSOCIATION FIFTH THIRD BANK /s/ FIFTH THIRD BANK KEYBANK NATIONAL ASSOCIATION /s/ KEYBANK NATIONAL ASSOCIATION HSBC USA, NATIONAL ASSOCIATION /s/ HSBC USA, NATIONAL ASSOCIATION CREDIT AGREEMENT
View Source
Authorization of Company. Subject to any and all limitations set forth in this Agreement and in the DCC&S Operating/Contingency Procedures, Vanguard, as transfer agent for the Vanguard Funds, hereby appoints the Company as the limited agent of Vanguard, and the Company hereby accepts such appointment, for the purpose of treating transaction instructions received by the Company from Contract owners (to the extent such instructions would result in the purchase, redemption or exchange of Vanguard Fund shares by an Account) (“Instructions”) as receipt by Vanguard of purchase, redemption and exchange orders for shares of the Vanguard Funds. A Vanguard Fund will be deemed to have received a purchase, redemption or exchange order when the Company accepts the order in accordance with this Agreement. A Contract owner will receive the share price next computed by the Vanguard Fund after the time at which such Contract owner places its order with the Company, provided all of the requirements and obligations of the Company with respect to acceptance and transmission of orders set forth in this Agreement are satisfied.
View Source

Related to Authorization of Company

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Authorization of Notes The Company will authorize the issue and sale of $53,500,000 aggregate principal amount of its 7.25% Senior Notes due December 30, 2029 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of the Borrower.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.