Material Authorizations Sample Clauses

Material Authorizations. The Corporation shall, and shall cause the Subsidiaries to, preserve and keep all Material Authorizations in full force and effect;
Material Authorizations. Attached hereto as Schedule 16 is a schedule setting forth all licenses, approvals, permits or other authorizations issued by any Governmental Authority (each, an Authorization) which is material to the business of any Loan Party.
Material Authorizations. Seller shall obtain Buyer's prior approval of each purchase of raw materials or supplies for use in the production of Products or Laminations, where such purchase is in an amount in excess of [****] Dollars ($[****]) during the term of this Agreement.
Material Authorizations. The Borrower shall, and shall cause each of the other APCO Entities to, preserve and keep all Material Authorizations in full force and effect;
Material Authorizations. 8.1.22.1 The Borrower and each Guarantor possess all Material Authorizations required to (i) own the Casino Facilities currently owned or contemplated herein to be acquired and (ii) conduct the Business as currently conducted or as contemplated herein to be conducted.
Material Authorizations. Each Obligor has obtained all Material Authorizations and all such Material Authorizations are valid and subsisting and in full force and effect and not subject to any threatened or pending cancellation, penalty, revocation, withdrawal or Litigation. Except for the Suncor Sublease, neither the Borrower nor any other Obligor nor Obligor Subsidiary have assigned, encumbered or subleased any of the Material Authorizations. All Material Authorizations existing on the Closing Date relating to the Mineral Property are set forth in Schedule A under the heading "Specified Material Authorizations". Neither the Borrower nor any other Obligor nor Obligor Subsidiary owns or otherwise holds any other approvals, leases, quotas, permits, licenses or authorizations relating to the Mineral Property other than those owned or held by the Borrower as at the date hereof and set forth in Schedule A under the heading "Specified Material Authorizations". The Borrower possesses all of the Material Authorizations necessary or advisable to exploit, extract and market all of the Products evaluated in the Existing Reserve Report.
Material Authorizations. The Borrower possesses all Authorizations as may be necessary to properly conduct its business, the failure of which to possess would reasonably be expected to have a Material Adverse Effect. All such Authorizations are in good standing and the Borrower is not in material default under any of them, except where the failure of such Authorizations to be in good standing or any such material default would not reasonably be expected to have a Material Adverse Effect.
Material Authorizations. Except as set forth in the Disclosure Letter, all agreements, Permits, plans, certificates and other rights material to the Company and the Company Subsidiaries or, to the Company’s knowledge, to the Company Investees, and to conducting their respective businesses, as now conducted, are valid and subsisting and none of the Company or the Company Subsidiaries or, to the Company’s knowledge, the Company Investees, is in material default under any such agreements, Permits, plans, certificates and other rights and authorizations. Except as set forth in the Disclosure Letter, no agreements, Permits, plans, certificates and other rights and authorizations material to the Company and the Company Subsidiaries or, to the Company’s knowledge, to the Company Investees, and to conducting their respective businesses, as now conducted, will be impaired or otherwise adversely affected by the entering into of this Agreement or the consummation of the Arrangement except where it would not have a Material Adverse Effect.
Material Authorizations. All categories of Authorizations material to the Vendors in respect of the Business are described in Section 3.1(h) of the Disclosure Letter (the “Material Authorizations”). Except as set forth in Section 3.1(h) of the Disclosure Letter, (i) each of the Vendors owns, holds, possesses or lawfully uses in the operation of the Business all Authorizations which are, in any material manner, necessary for it to conduct the Business as presently conducted by it or for the ownership and use by it of the Purchased Assets in compliance with all applicable Laws in all material respects, and (ii) each material Authorization which falls within a category of Material Authorizations is valid and in full force and effect, the Vendors are not in material default or breach of any material term or requirement of any of such Authorizations and no proceeding is pending or, to the knowledge of any of the Vendors, threatened to revoke or limit any of such Authorizations;

Related to Material Authorizations

Governmental Authorizations IACH has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent or order of, of registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by IACH of this Agreement and the consummation by IACH of the transactions contemplated hereby.
Governmental Authorization The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority other than (a) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and, if applicable, the New Jersey Department of Treasury, Division of Revenue, and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (b) compliance with any applicable requirements of the HSR Act or any other Competition Law, (c) filings with the NYSE and compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable state or federal securities laws and (d) any actions or filings the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.
Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.
Governmental Authorizations; Private Authorizations; Governmental Filings It has obtained, maintained and kept in full force and effect all material Governmental Authorizations and material Private Authorizations which are necessary for it to properly carry out its business, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party and the performance by it of its obligations under this Agreement and the other Facility Documents to which it is a party.
Governmental Authorization; Other Consents No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.
Corporate and Governmental Authorization The execution, delivery and performance by the Borrower of the Financing Documents (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene any provision of applicable law or regulation or of the articles of incorporation or by-laws of the Borrower, (v) do not constitute a breach of or default under any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, except for breaches and defaults which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect or have an adverse effect on the validity or enforceability of any material provision of any Financing Document, or (vi) result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.
Compliance; Governmental Authorizations The Management Company and the Management Business shall have complied in all material respects with all applicable material Federal, state, local or foreign laws, ordinances, regulations and orders. The Management Company has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Management Business, the lack of which would have a material adverse effect on the Management Company's ability to operate the Management Business after the date hereof on substantially the same basis as presently operated, such licenses and permits are in full force and effect, the Management Company has not received any notice indicating that any violations are or have been recorded in respect of any thereof, and no proceeding is pending or, to the best knowledge of the Management Company, threatened to revoke or limit any thereof. To the best knowledge of the Management Company, none of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.
Governmental Approvals No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, the perfection or maintenance of the Liens created under the Security Documents or the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral, except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (c) recordation of the Mortgages, (d) such as have been made or obtained and are in full force and effect, (e) such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 3.04.
Governmental Authorizations and Consents Company and Holdings shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable to be obtained by them, in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.
Governmental Authorizations and Regulations RTI has ------------------------------------------- obtained each federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (i) pursuant to which RTI currently operates or holds any interest in any of its properties or (ii) that is required for the operation of RTI's business or the holding of any such interest, and all of such authorizations are in full force and effect, except when the failure to obtain such authorization would have a Material Adverse Effect.