Appointment and Authorization of PMN Agent Sample Clauses

Appointment and Authorization of PMN Agent. The Receiver is irrevocably appointed, designated and authorized to act as the PMN Agent pursuant to this Agreement and the other Transaction Documents to which the PMN Agent is a party. The PMN Agent is to act as the agent of (and hold any security interest or other Lien created by the Secured Parties Collateral Documents for and on behalf of or in trust for) the Holders, each Purchase Money Notes Guarantor, and each other Secured Party for purposes of (a) acquiring, holding, and enforcing any and all Liens on the Secured Parties Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto, and (b) making such determinations, and exercising or fulfilling such powers, rights, remedies, obligations, discretion, and/or authority, as are expressly set forth in, and otherwise acting as the “PMN Agent” as expressly set forth in, any Transaction Document. In this capacity, the PMN Agent (and any co-agents, sub-agents, and attorneys-in- fact appointed by the PMN Agent for any of the purposes set forth in the preceding sentence) will be entitled to the benefits of all provisions of this Article XII (in the case of any such co- agent, sub-agent, or attorney-in-fact, as though such co-agent, sub-agent, or attorney-in-fact were the PMN Agent). Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the PMN Agent has no duties or responsibilities except those expressly set forth in this Agreement or in the other Transaction Documents to which it is a party, nor will the PMN Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities are to be read into this Agreement or any other Transaction Document or otherwise exist against the PMN Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement and in the other Transaction Documents with reference to the PMN Agent is not intended to connote any fiduciary or other implied (or express) obligations arising pursuant to agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. Nothing in any Transaction Document is to...
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Related to Appointment and Authorization of PMN Agent

  • 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.

  • Designation and Authorization 1. Each Party shall have the right to designate as many airlines as it wishes to conduct international air transportation in accordance with this Agreement and to withdraw or alter such designations. Such designations shall be transmitted to the other Party in writing through diplomatic channels, and shall identify whether the airline is authorized to conduct the type of air transportation specified in Annex I or in Annex II or both.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

  • Powers and Authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Duties and Authority Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of Parent (the "Board") or the Company's President and Chief Executive Officer may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the President and Chief Executive Officer, and make passive investments, which do not interfere with the Executive's day-to-day acquittal of his responsibilities to the Company.

  • Appointment of Process Agent The Issuer irrevocably appoints Xxxxxxx & Co. Notaries at Xxx Xxxxx Xxxx, London EC2V 8AE as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Xxxxxxx & Co. Notaries being unable or unwilling for any reason so to act, it will immediately appoint another person as its agent for service of process in England in respect of any Dispute. The Issuer agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

  • ENGINEER’S DUTIES AND AUTHORITY With reference to Sub-Clause 2.1 (b), the following shall also apply: The Engineer shall obtain the specific approval of the Employer before taking any of the following actions specified in Part 1:

  • PURPOSE AND AUTHORITY The parties to this agreement are the Department of Homeland Security (DHS) and the (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify.

  • Corporate 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 are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

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