Common use of Validity and admissibility in evidence Clause in Contracts

Validity and admissibility in evidence. (a) Subject to the Legal Reservations and Perfection Requirements and except for the registration of the Security Documents and payment of stamp taxes referred to under Clause 17.9 (No Registration Requirements, Filing or Stamp Taxes), all Authorisations required: (i) to enable each of the Shareholder and the Borrower to lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; (ii) to enable the Senior Borrower to lawfully to enter into, exercise its rights and comply with its obligations in the Material Contracts and the Material Financing Agreements to which it is a party; and (iii) to make the Transaction Documents to which each of the Shareholder and the Borrower is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected (or will have been obtained or effected on or prior to the Utilisation Date) and are (or will on and after the Utilisation Date be) in full force and effect. (b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of the Borrower and the Senior Borrower have been obtained or effected and are in full force and effect except where failure to obtain or effect those Authorisations would not be reasonably be likely to have a Material Adverse Effect.

Appears in 3 contracts

Sources: Secured Term Loan Facility (Mohegan Tribal Gaming Authority), Secured Term Loan Facility, Secured Term Loan Facility

Validity and admissibility in evidence. (a) Subject to the Legal Reservations and Perfection Requirements and except for the registration of the Security Documents and payment of stamp taxes referred to under Clause 17.9 (No Registration Requirements, Filing or Stamp Taxes)Reservations, all Authorisations requiredrequired or desirable: (i) to enable each of the Shareholder and the Borrower to it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; (ii) to enable ensure the Senior Borrower to lawfully to enter intolegality, exercise its rights validity and comply with its obligations in enforceability of the Material Contracts and the Material Financing Agreements to which it is a partyTransaction Documents; and (iii) to make the Transaction Documents to which each of the Shareholder and the Borrower it is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and are in full force and effect and save to the extent that in respect of any Material Project Document, the failure to obtain or effect those Authorisations would not have or be likely to have to have a Material Adverse Effect. (or will b) All material Authorisations that are required in connection with the use, possession, ownership, exploration, development, construction, operation, and/or exploitation of each Borrowing Base Asset as contemplated by the Finance Documents, the Material Project Documents and the then-current Banking Case (in each case) have been obtained or effected on or prior to the Utilisation Date) and are (or will on and after the Utilisation Date be) in full force and effecteffect or will be obtained or effected and will be in full force and effect by the date on which they are required. (bc) No steps have been taken which are likely to lead to the revocation, termination or suspension of any Authorisation referred to in Clause 21.6(b) which has been granted; or any variation of any such Authorisation. (d) All Authorisations necessary for the conduct of the business, trade and ordinary activities business of the Borrower and the Senior Borrower an Obligor have been obtained or effected and are in full force and effect except where if failure to obtain or effect those Authorisations would not have or be reasonably be likely to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)

Validity and admissibility in evidence. (a) Subject to the any applicable Legal Reservations and Perfection Requirements and except for the registration of the Security Documents and payment of stamp taxes referred to under Clause 17.9 (No Registration Requirements, Filing or Stamp Taxes)Reservations, all Authorisations required: (i) to enable each of the Shareholder and the Borrower to it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; (ii) to enable the Senior Borrower to lawfully to enter into, exercise its rights and comply with its obligations in the Material Contracts and the Material Financing Agreements to which it is a party; and (iii) to make the Transaction Documents to which each of the Shareholder and the Borrower it is a party admissible in evidence in its Relevant Jurisdictions; and (iii) to enable it to create the Security purported to be created by it or any of its Subsidiaries pursuant to any Transaction Security Document and, subject to any Perfection Requirements, to ensure that such Security has the priority and ranking it is expressed to have, have been obtained or effected and are in full force and effect (save for any Authorisation that is not required to be in effect under applicable law or will have been regulation or under the applicable Transaction Documents at the time when the representation and warranty under this Clause 20.6 is made or deemed to be made, in which case such Authorisation will, by the earlier of the time such Authorisation is required to be obtained or effected on under applicable law or prior to regulation and the Utilisation Date) time required under the applicable Transaction Documents, be obtained or effected and are (or will on and after the Utilisation Date be) thereafter be in full force and effect). (b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of the Borrower and the Senior Borrower Group Members have been obtained or effected and are in full force and effect except where if failure to obtain or effect those Authorisations would not be has or is reasonably be likely to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)

Validity and admissibility in evidence. (a) Subject to All Consents required in connection with the Legal Reservations and Perfection Requirements and except for Project and/or the registration of Vessel, or otherwise at the Security Documents and payment of stamp taxes referred to under Clause 17.9 (No Registration Requirements, Filing or Stamp Taxes), all Authorisations requiredtimes this representation is made: (i) to enable each of the Shareholder and the Borrower Obligor to lawfully to enter into, exercise its rights rights, perform and comply with its obligations (in the Transaction Documents to which case of a Project Document the rights and obligations it is a party; (iithen entitled or required to exercise or perform, as the case may be) to enable the Senior Borrower to lawfully to enter into, exercise its rights and comply with its obligations in the Material Contracts and the Material Financing Agreements under each Transaction Document to which it is a party; and (iiiii) subject to the Legal Reservations, to make the each Transaction Documents Document to which each of the Shareholder and the Borrower it is a party admissible in evidence in its Relevant JurisdictionsJurisdiction, have been obtained or effected (or will have been obtained or effected on or prior to the Utilisation Date) and are (or will on and after the Utilisation Date be) in full force and effecteffect except any authorisation or filing referred to in clause 9.12 (No filing, stamp taxes or announcements), which authorisation or filing will be promptly obtained or effected within any applicable period. (b) All Authorisations Consents necessary for the conduct of the business, trade and ordinary activities of the Borrower and the Senior Borrower each Obligor have been obtained or effected and are in full force and effect except where if failure to obtain or effect those Authorisations would not be Consents has or is reasonably be likely to have a Material Adverse Effect. (c) At the time of entering into this Agreement, all Consents required in connection with the Binding Term Sheet, the TSA (if applicable) and the Perenco Security Arrangements or otherwise.

Appears in 1 contract

Sources: Pre Delivery Financing Agreement (Golar LNG LTD)