Attorney. Each Party acknowledges and accepts that, if a Party is represented by an attorney in connection with the signing and/or execution of this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement and the power of attorney is governed by Dutch law, that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of its authority shall be governed by Dutch law.
Attorney. Section 10.1 By way of security, the Owner hereby irrevocably appoints the Mortgagee (and all officers, employees or agents designated by the Mortgagee), to be its attorney generally for and in the name and on behalf of the Owner, and as the act and deed or otherwise of the Owner to (i) execute, seal and deliver and otherwise perfect and do all such deeds, assurances, agreements, instruments, acts and things which may be required for the full exercise of all or any of the rights, powers or remedies conferred by this Mortgage, the Credit Agreement, any of the other Loan Documents or any Relevant Swap Agreement, or which may be deemed proper in or in connection with all or any of the purposes aforesaid (including, without prejudice to the generality of the foregoing, the execution and delivery of a bxxx of sale of the Vessel), and (ii) make, settle and adjust claims in respect of the Vessel under policies of insurance, endorsing the name of the Owner on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that the Owner at any time or times shall fail to obtain or maintain any of the policies of insurances required hereby or under the Credit Agreement or to pay any premium in whole or part relating thereto, the Mortgagee may, without waiving or releasing any obligation or liability of the Owner hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Mortgagee reasonably deems advisable. All sums disbursed by the Mortgagee in connection with this Section 10.1, including reasonable documented attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Owner to the Mortgagee and shall be additional Secured Obligations secured hereby. The Owner ratifies and confirms, and agrees to ratify and confirm, any lawful deed, assurance, agreement, instrument, act or thing which the Mortgagee may execute or do pursuant hereto, provided always that such power shall not be exercisable by or on behalf of the Mortgagee until the occurrence of an Event of Default which is continuing.
Section 10.2 The exercise of such power by or on behalf of the Mortgagee shall not put any person dealing with the Mortgagee upon any inquiry as to whether any Event of Default has happened, n...
Attorney. Each Borrower hereby irrevocably designates the Borrower Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower or Borrowers, collectively, and hereby authorizes the Agent to pay over or credit all loan proceeds hereunder in accordance with the request of the Borrower Agent.
Attorney. Each person signing this Agreement as attorney for a party warrants to the other party that as at the date of signing as attorney that person has not received any notice or information of the revocation of the power of attorney appointing that person.
Attorney. The Managing Agent is (name. address and telephone, fax):
Attorney. Please list the names and bar numbers of all other attorneys who will use this account in the course of their practice (attach additional page(s) if needed):
Attorney. 10.1.1 For all or any of the aforesaid purposes, on the occurrence of an Event of Default, the Borrower hereby irrevocably appoints the Lender as its attorney or attorneys, and in the name and on behalf of the Borrower, to execute and do all acts, deeds and things which the Borrower is authorized to execute and do under the covenants and provisions herein contained and generally to use the name of the Borrower in the exercise of all or any of the powers under this Agreement and the Transaction Documents or by law conferred upon the Lender and also to execute on behalf of the Borrower at the cost of the Borrower, the powers hereunder or by law conferred on the Lender and also to execute on behalf of the Borrower at the cost of the Borrower, such documents and deeds as may be necessary to give effect to the provisions referred to herein above.
10.1.2 The Borrower covenants with the Lender to ratify and confirm all acts or things made, done or executed by any attorney as contemplated by clause 10.1.1 above.
Attorney. Xxxxxxx recommends that both Xxxxx and Xxxxxx retain an attorney to answer any legal questions involved in this real estate transaction.
Attorney. Each Participant:
(a) irrevocably appoints the Company and any person nominated from time to time by the Company (each an attorney), severally, as the Participant’s attorney to complete and execute any documents, including applications for Shares and Share transfers, and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of enforcing a Participant’s obligations, or exercising the Company’s rights, under this Plan or any Offer;
(b) covenants that the Participant will ratify and confirm any act or thing done pursuant to this power;
(c) except in respect of any liability caused by the Company’s reckless or wilful misconduct, releases each Group Company and the attorney from any liability whatsoever arising from the exercise of the powers conferred by this Rule; and
(d) except in respect of any losses caused by the Company’s reckless or wilful misconduct, indemnifies and holds harmless each Group Company and the attorney in respect thereof.
Attorney. 9.1 Subject to any limitations expressed elsewhere in this Agreement, the Pledgor and the Purchasers, by way of security in favour of the Vendors for the payment of all the Secured Obligations, irrevocably appoint the Vendors and any of its delegates or sub-delegates to be its attorney to take any action which the Pledgor and the Purchasers are obliged to take under this Agreement. The Pledgor and the Purchasers shall ratify and confirm and agree to ratify and confirm whatever any attorney does or purports to do under its appointment under this Clause. The Vendors shall not have any obligation whatsoever to exercise any of such powers hereby conferred upon them or to make any demand or any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any other action whatsoever with respect to the Pledged Shares.
9.2 The power of attorney created pursuant to sub-clause 9.1 may only be exercised:
9.2.1 Following the occurrence of an Enforcement Event; and/or
9.2.2 Following material failure of the Pledgor to comply with its obligations hereunder or material failure of the Purchasers under the SSPA, or either of them, to comply with their obligations under the SSPA and the present agreement. The exercise of such power by or on behalf of the Vendors or any substitute or delegate shall not put any person dealing with the same upon any enquiry as to whether an Enforcement Event has occurred, nor shall such person be in any way affected by notice that the Enforcement Event has not occurred, and the exercise by the same of such power shall be conclusive evidence of its or his right to exercise the same.
9.2.3 The powers of attorney set out in this Clause 9 are an irrevocable mandate by way of security.
