AUTHORIZES AND DIRECTS Sample Clauses

AUTHORIZES AND DIRECTS the Monitor to hold the Deposit, nunc pro tunc, and to apply, disburse and/or deliver the Deposit or the applicable portions thereof in accordance with the provisions of the Purchase Agreement and this Order.
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AUTHORIZES AND DIRECTS the Monitor, as soon as practicable after Closing, to remit to the applicable taxing authorities in accordance with Applicable Law, the Transfer Taxes (if any are payable) received by the Monitor from the Purchaser on Closing, as set out in the Conditions Certificates, at the direction of, and on behalf of the Vendor. [20] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the balance of the Proceeds remaining following deduction for Transfer Taxes (if any are paid by the Purchaser to the Monitor on Closing) from the Proceeds pursuant to Paragraph 19 of this Order (the “Net Proceeds”) shall stand in the place and stead of the Purchased Assets, and that upon issuance of the Certificate, all Encumbrances except for the Permitted Encumbrances shall attach to the Net Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the Closing, as if the Purchased Assets had not been sold and remained in the possession or control of the Person having that possession or control immediately prior to the Closing. [21] ORDERS that, following the issuance of the Certificate, the Purchaser shall have no recourse or claim of any kind against the Net Proceeds.
Sample 1
AUTHORIZES AND DIRECTS the Monitor to receive and hold the Cash Purchase Price and to remit the Cash Purchase Price in accordance with the provisions of this Order.
Sample 1
AUTHORIZES AND DIRECTS the Monitor, as soon as practicable after Closing, to remit to the applicable taxing authorities in accordance with Applicable Law, the Transfer Taxes (if any are payable) received by the Monitor from the Purchaser on Closing as set out in the Conditions Certificates, at the direction of, and on behalf of the Vendors, and, if required pursuant to Sections 3.4 and 3.5 of the Purchase Agreement, to remit any amounts held by the Monitor in trust pursuant to Sections 3.4(7) and 3.5(7) of the Purchase Agreement and payable to the Receiver General for Canada and to the Ministère du Revenu (Québec) for the account of Wabush Iron in accordance with Sections 3.4 and 3.5 of the Purchase Agreement. [21] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the balance of the Proceeds remaining following deduction for the Transfer Taxes (if any are paid by the Purchaser to the Monitor on Closing), the remittance of any amounts to the Receiver General for Canada, the Ministère du Revenu (Québec), and other amounts that are remitted by the Monitor pursuant to Paragraph [19] of this Order (the “Net Proceeds”) shall stand in the place and stead of the Purchased Assets, and that upon the issuance of the Certificate, all Encumbrances shall attach to the Net Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the Closing, as if the Purchased Assets had not been sold and remained in the possession or control of the Person having that possession or control immediately prior to the Closing. [22] ORDERS that, following the issuance of the Certificate, the Purchaser shall have no recourse or claim of any kind against the Net Proceeds.
Sample 1
AUTHORIZES AND DIRECTS the Monitor to hold the Purchase Price Funds delivered in escrow, nunc pro tunc, and to apply, disburse and/or deliver the Purchase Price Funds or the applicable portions thereof in accordance with the provisions of the Share Purchase Agreement and this Order. [10] AUTHORIZES AND DIRECTS the Monitor’s Counsel to hold the Sellers Deliverables, Purchaser Deliverables and Monitor Deliverables, delivered to it in escrow, nunc pro tunc, and to release from escrow or to remove from escrow and destroy such Sellers Deliverables, Purchaser Deliverables and Monitor Deliverables or any portion thereof, all in accordance with the provisions of the Share Purchase Agreement.
Sample 1
AUTHORIZES AND DIRECTS the Monitor to receive and hold the Purchase Price and to remit the Purchase Price in accordance with the provisions of this Order. NET PROCEEDS [17] ORDERS that any amounts payable to the Vendors in accordance with the Purchase Agreement (the “Proceeds”) shall be remitted to the Monitor and shall, subject to the provisions of this Order, be held by the Monitor on behalf of the Vendors pending further order of the Court.
Sample 1
AUTHORIZES AND DIRECTS the Monitor to hold the Deposit, nunc pro tunc, and to apply, disburse and/or deliver the Deposit or the applicable portions thereof in accordance with the provisions of the Purchase Agreement. [11] ORDERS AND DECLARES that the Expense Reimbursement is hereby approved and CQIM is hereby authorized and directed to pay the Expense Reimbursement if and when payable in accordance with the provisions of the Purchase Agreement.
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Related to AUTHORIZES AND DIRECTS

  • RIGHT TO MANAGE Subject to the terms of this Agreement, the Union acknowledges the right of the individual Contractor to manage the business in which he is engaged and to direct the working forces, to discharge or discipline employees for just cause.

  • Right to Organize Teachers shall have the right to self-organization for mutual protection, to form, join or assist the organization or refrain from such activity, and to bargain collectively through representatives of their own choosing.

  • Right to Have Union Representative Present (a) An employee shall have the right to have her xxxxxxx present at any discussion with supervisory personnel which the employee believes might be the basis of disciplinary action. Where a supervisor intends to interview an employee for disciplinary purposes, the supervisor shall make every effort to notify the employee in advance of the purpose of the interview in order that the employee may contact her xxxxxxx, providing that this does not result in an undue delay of the appropriate action being taken. This clause shall not apply to those discussions that are of an operational nature and do not involve disciplinary action.

  • Appointment and Duties The Trustees shall at all times employ a custodian or custodians, meeting the qualifications for custodians for portfolio securities of investment companies contained in the 1940 Act, as custodian with respect to the assets of the Trust. Any custodian shall have authority as agent of the Trust with respect to which it is acting as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust and the 1940 Act:

  • Right to Have Xxxxxxx Present (a) An employee shall have the right to have their xxxxxxx present at any discussion with supervisory personnel which the employee believes might be the basis of disciplinary action. Where a supervisor intends to interview an employee for disciplinary purposes, the supervisor shall make every effort to notify the employee in advance of the purpose of the interview in order that the employee may contact their xxxxxxx, providing that this does not result in an undue delay of the appropriate action being taken. This clause shall not apply to those discussions that are of an operational nature and do not involve disciplinary action.

  • Right to Have a Xxxxxxx Present (a) An Employee shall have the right to have his/her xxxxxxx present at any discussion with supervisory personnel which the Employee believes might be the basis of disciplinary action. Where a supervisor intends to interview an Employee for disciplinary purposes the supervisor shall make every effort to notify the Employee in advance of the purpose of the interview in order that the Employee may contact his/her xxxxxxx, providing that this does not result in an undue delay of the appropriate action being taken.

  • Appointment and Authority Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • RIGHT TO MONITOR AND AUDIT COUNTY, State and Federal Governments shall have the right to monitor all work performed under this Agreement to assure that all-applicable State and Federal regulations are met. COUNTY, State and Federal Governments shall have the right to audit all work, records and procedures related to this Agreement to determine the extent to which the program is achieving its purposes and performance goals. COUNTY will have the right to review financial and programmatic reports and will notify CONTRACTOR of any potential Federal and/or State exception(s) discovered during such examination. COUNTY will follow-up and require that the CONTRACTOR takes timely and appropriate action on all deficiencies. Failure by the CONTRACTOR to take timely and appropriate action on all deficiencies shall constitute a material breach of this Agreement.

  • Powers and Duties Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

  • Right to Appeal Notwithstanding a determination by any forum listed in Section VI.D above that the Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right to apply to the court in which that Proceeding is or was pending, or to any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. Such enforcement action shall consider the Indemnitee’s entitlement to indemnification de novo, and the Indemnitee shall not be prejudiced by reason of a prior determination that the Indemnitee is not entitled to indemnification. The Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company further agrees to stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

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