1Authority. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the performance of such obligations will not conflict with or result in a breach of any agreement to which such Party is a party or is otherwise bound.
1Authority. This Plan will be interpreted, administered, and operated by the Board, which will have complete authority in its sole discretion, subject to the express provisions of this Plan, to (a) construe, interpret, and apply this Plan and each of its provisions, (b) prescribe, amend, and rescind rules and regulations relating to this Plan, (c) authorize any person to execute, on behalf of the Company, any document required to carry out the purposes of this Plan, (d) select, subject to any limitations set forth in this Plan, those persons who constitute Participants, (e) interpret, administer, reconcile any inconsistency in, correct any defect in, or supply any omission in this Plan and any document or agreement relating to this Plan, and (f) exercise discretion to make any and all other determinations that it determines to be necessary or advisable for the administration of this Plan. Additionally, subject to the terms of this Plan, the Board has authority to:
(a) determine when Awards are to be granted under this Plan and the applicable Grant Date;
(b) from time to time select, subject to the limitations set forth in this Plan, those eligible Award recipients to whom Awards will be granted;
(c) determine the number of Class C Shares to be made subject to each Award;
(d) determine whether each Option is to be an Incentive Share Option or a Non-qualified Share Option;
(e) prescribe the terms and conditions of each Award, including the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to the grant;
(f) determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures that will be used to establish the Performance Goals, the Performance Periods, and the number of Performance Shares earned by a Participant;
(g) amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided, however, that if any amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, the amendment will also be subject to the Participant’s consent;
(h) determine the duration and purpose of leaves of absences that may be granted to a Participant without constituting termination of employment for purposes of this Plan, which periods will be no short...
1Authority. The Seller has full power, authority and legal capacity to execute and deliver the Transaction Documents to which the Seller is a party and to perform the Seller's obligations thereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with the terms of this Agreement.
1Authority. (a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on the Controlling Agent to any other Party.
(b) Each Party acknowledges and agrees that the Controlling Agent shall be entitled, for the benefit of the Creditors, to sell, transfer or otherwise dispose of or deal with any Transaction Security as provided herein and the Security Documents, as applicable, without regard to any rights to which the other Creditors would otherwise be entitled as a result of the Liabilities held by such other Creditors. Without limitation of the foregoing, each Party agrees that the Controlling Agent shall not have any duty or obligation first to marshal or realize upon any type of the Transaction Security, or to sell, dispose of or otherwise liquidate all or any portion of the Transaction Security in any manner that would maximize the return to the Creditors, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Creditors from such realization, sale, disposition or liquidation. Each of the Creditors waives any claim it may now or hereafter have against the Controlling Agent or the Instructing Group arising out of any actions which the Controlling Agent or the Instructing Group take or omit to take in respect of the Transaction Security.
(c) Each of the Creditors authorizes the Controlling Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Controlling Agent under or in connection with the Debt Documents together with any other incidental rights, powers, authorities and discretions.
1Authority. Signing of the AGREEMENT has been done in compliance with Board approval as outlined in the Board Policies for the Xxxxxxx Community College District. An AUTHORIZED AGENT for each PARTY shall sign.
1Authority. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action and no further consent or authorization of the Purchaser is required. This Agreement constitutes the valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
1Authority. Advisor represents and warrants to NextCure that (a) Advisor’s execution and delivery of this Agreement does not, and Advisor’s performance of Advisor’s obligations hereunder in accordance with the terms hereof will not, (i) violate any law applicable to Advisor, or (ii) conflict with, result in the breach of any provisions of, or constitute a default under any agreement, fiduciary duty, or other obligation to which Advisor is a party or by which Advisor is or may be bound; and (b) with respect to any information, know-how, materials, knowledge, or data disclosed by Advisor to NextCure in the performance of this Agreement, Advisor has the full and unrestricted right to disclose the same to NextCure. Advisor further represents that his or her current employer(s) and academic institution(s) have received full disclosure as to the Advisor’s acting as a scientific advisor and consultant to NextCure and of the duties required of the Advisor under this Agreement, and that such employer(s) and institution(s) consent fully to Advisor’s execution of this Agreement and position as scientific advisor and consultant for NextCure. Advisor agrees to promptly notify NextCure upon the occurrence after the Effective Date of any event that would have been covered by this section if it had occurred on or prior to the Effective Date.
1Authority. Buyer is a public company duly organized, validly existing, and in good standing under the Laws of the state of Nevada. Buyer has full corporate power and authority to enter into this Agreement and related documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and related documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. The individual(s) executing this Agreement and related documents on behalf of the Buyer have actual authority to execute such documents on behalf of the Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
1Authority. Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Loan Party, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law, except to the extent such contravention of law would not reasonably be expected to result in a Material Adverse Effect, or the terms of such Loan Party’s Organizational Documents or to the conduct of such Loan Party’s business, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) requirements of law applicable to such Loan Party which violation, in the case of this clause (b)(ii), could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any contract or agreement to which such Loan Party is a party which violation, in the case of this clause (c), could reasonably be expected to result in a Material Adverse Effect.
1Authority. Each Loan Party has the full power, authority and legal right to enter into this Agreement and the other Loan Documents to which it is a party and to perform all of its respective obligations hereunder and thereunder, as the case may be. This Agreement and the other Loan Documents to which each Loan Party is a party constitute the legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the other Loan Documents by each Loan Party a party hereto or thereto has been approved by all necessary corporate action.
