DISTRIBUTOR'S AUTHORITY AND OWNERSHIP Sample Clauses

DISTRIBUTOR'S AUTHORITY AND OWNERSHIP. (1) DISTRIBUTOR represents, warrants and covenants that: (i) it is duly organized, validly existing and in good standing under Applicable Laws, and has and will always have full authority and all permits, authorizations and licenses necessary or advisable to enter into or perform its obligations under this Agreement; (ii) the individuals or entities listed in ANNEX 2, under the heading "Ownership Interests", own all of DISTRIBUTOR's voting securities or other ownership interests in the percentages shown in ANNEX 2; and (iii) the individuals and entities listed in Annex 2, under the headings "Ownership Interests" and "Key Personnel", have not been subject to any voluntary or involuntary bankruptcy or insolvency proceedings, or engage in or are charged with practices that constitute an offense under any anti-bribery, anti-corruption, export control, competition, tax, stock exchange or corporate governance legislation or that jeopardize smart gmbh's good name and goodwill, or act in a manner which substantially and adversely affects the reputation, distribution and promotion of smart gmbh's or any DaimlerChrysler Group Company's goods and services, and those individuals are, in addition, not charged with or convicted of any offense punishable by imprisonment for more than one year, or a crime involving dishonesty, false statement or theft. (2) DISTRIBUTOR shall notify and request the approval of smart gmbh at least sixty days prior to any proposed change in: (i) the senior management of DISTRIBUTOR or the legal or beneficial ownership of any of DISTRIBUTOR's voting securities or other ownership interests; (ii) the name or form of DISTRIBUTOR's legal entity; or (iii) the location of DISTRIBUTOR's principle place of business. (3) No such changes may be made without smart gmbh's prior consent. DISTRIBUTOR shall provide smart gmbh complete and accurate information as to any voting trusts, shareholders' agreements or other agreements or undertakings affecting the voting of DISTRIBUTOR's voting securities or other ownership interests and their beneficial ownership.
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Related to DISTRIBUTOR'S AUTHORITY AND OWNERSHIP

  • Governing Law, Regulatory Authority, and Rules The validity, interpretation and enforcement of this Agreement and each of its provisions shall be governed by the laws of the state of New York, without regard to its conflicts of law principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, or regulations of a Governmental Authority.

  • Governmental Authority and Licensing The Borrower and its Subsidiaries have received all licenses, permits, and approvals of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of the Borrower, threatened.

  • Authority and Compliance Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and Borrower is in compliance with all laws and regulatory requirements to which it is subject.

  • Compliance with Federal and State Work Authorization and Immigration Laws The Contractor and all subcontractors, suppliers and consultants must comply with all federal and state work authorization and immigration laws, and must certify compliance using the form set forth in Section 7 (“Georgia Security and Immigration Compliance Act Affidavits”). The required certificates must be filed with the Owner and copied maintained by the Contractor as of the beginning date of this contract and each subcontract, supplier contract, or consultant contract, and upon final payment to the subcontractor or consultant. State officials, including officials of the Georgia Department of Audits and Accounts, officials of the Owner, retain the right to inspect and audit the Project Site and employment records of the Contractor, subcontractors and consultants without notice during normal working hours until Final Completion, and as otherwise specified by law and by Rules and Regulations of the Georgia Department of Audits and Accounts.

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).