Appointment; Authorization Sample Clauses

Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent.

Appointment; Authorization. Pursuant to the authority delegated to it by the Company, Distributor hereby authorizes Broker-Dealer, and/or the Affiliates during the term of this Agreement, to solicit applications for Contracts. Additionally, the Company hereby appoints Broker-Dealer and/or its Affiliates during the term of this Agreement as a non-exclusive agent to solicit applications for Policies. Such Contracts and Policies are identified as Eligible Products in a List of Eligible Products that is identified as Schedule B, attached hereto and made a part hereof. Distributor or the Company may update or amend Schedule B, which will be effective upon notice, as defined in Section XX, (hereinafter, “Notice”) to the Broker-Dealer that a new or amended Schedule B has been issued. It is agreed and understood by the parties that Distributor does not distribute nor act in any capacity with respect to Policies and the Broker-Dealer and its Affiliates, if any, shall have no arrangement with Distributor with respect to such Policies.

Appointment; Authorization. The Holder and the Trustee, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their behalf under the provisions of this Note, each Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Agreement, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 are solely for the benefit of the Collateral Agent, and the Company shall not 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 Security Agreement (or any other similar term) with reference to the Collateral 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. Notwithstanding any provision to the contrary contained elsewhere in this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Loans), the Agent shall not be required to exercise any discretion or take any action, but shall be required (subject to Section 10.04) to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in this Agreement or in the other Loan Documents), and such instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) shall be binding upon all Lenders and all makers of Loans. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duty or responsibility except those expressly set forth in this Agreement or any other Loan Document, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

Appointment; Authorization. Pursuant to the authority delegated to it by the Company, Distributor hereby authorizes Broker-Dealer, and/or the Affiliates during the term of this Agreement, to solicit applications for Contracts. Such Contracts are identified as Eligible Products in a List of Eligible Products that is identified as Schedule B, attached hereto and made a part hereof. Distributor or the Company may update or amend Schedule B, which will be effective upon notice, as defined in Section XX, (hereinafter, “Notice”) to the Broker-Dealer that a new or amended Schedule B has been issued.

Appointment; Authorization. Company hereby appoints Producer during the term of this Agreement as a non-exclusive agent to solicit applications for the Policies and the related Services. Company, from time to time, may amend said Policies and Services, which amendment will be effective upon notice, (the “Notice”) to the Producer.

Appointment; Authorization. Pursuant to the authority delegated to it by the Company, Distributor hereby authorizes Broker-Dealer, and/or the Affiliates during the term of this Agreement, to solicit applications for Contracts. Additionally, the Company hereby appoints Broker-Dealer and/or its Affiliates during the term of this Agreement as a non-exclusive agent to solicit applications for Policies. Such Contracts and Policies are identified as Eligible Products in a List of Eligible Products that is identified as Schedule B, attached hereto and made a part hereof. Distributor or the Company may update or amend Schedule B, which will be effective upon notice to Broker-Dealer from the Company. It is agreed and understood by the parties that Distributor does not distribute nor act in any capacity with respect to Policies and the Broker-Dealer and its Affiliates, if any, shall have no arrangement with Distributor with respect to such Policies.

Appointment; Authorization. 123 Section 9.02

Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appointment; Authorization. Pursuant to this Agreement, effective as of the Signing Date, each of the Sellers hereby appoints Shareholder Representative as such Seller’s true and lawful agent and attorney-in-fact to represent such Seller for all purposes of each of this Agreement, including taking any and all actions as Shareholder Representative under this Agreement, and the Escrow Agreement, including taking any and all actions as Shareholder Representative under the Escrow Agreement, and Shareholder Representative hereby accepts such appointment. Without limiting the generality of the foregoing, each Seller hereby authorizes Shareholder Representative to take the following actions and all other actions as Shareholder Representative shall, in Shareholder Representative’s sole discretion, deem appropriate in connection therewith: (i) receive all notices or documents given or to be given to such Seller by Buyer or any of its Affiliates pursuant to this Agreement or the Escrow Agreement in connection herewith or therewith and to receive and accept service of legal process on behalf of such Seller in connection with any damages arising under or relating to this Agreement or the Escrow Agreement; (ii) (A) deliver to Buyer at Closing, as applicable, all certificates and documents to be delivered to Buyer by such Seller pursuant to this Agreement, together with any other certificates and documents executed by such Seller and deposited with Shareholder Representative for such purpose, and (B) deliver to the Escrow Agent all notices, certificates and documents required by the Escrow Agent or required to be delivered pursuant to the Escrow Agreement; (iii) engage counsel, and such accountants and other Representatives for such Seller and incur such other expenses on behalf of such Seller in connection with this Agreement or the Escrow Agreement as Shareholder Representative may, in each case and in Shareholder Representative’s sole discretion, deem appropriate; (iv) interpret any and all of the terms and provisions of this Agreement or the Escrow Agreement; (v) consent to any amendment or waiver of any of the terms or provisions this Agreement or the Escrow Agreement; (vi) receive all documents or certificates and make all determinations on behalf of such Seller as required under this Agreement and receive all notices, documents, Escrow Funds (as defined in the Escrow Agreement) or certificates and make all determinations on behalf of such Seller as required under the Escrow Agreement; and (...