Authority and Delegation. Subject to the Client’s Client Charter, including the Protocols set forth therein with respect to each Asset Class, the Client hereby delegates to the Manager all of its powers, authority, privileges and rights with regard to the management, transfer, sale, disposition, refinancing or restructuring of the Managed Assets and any other transactions related thereto and hereby appoints the Manager as its agent in fact with full authority and at its discretion to so manage and effect any such transactions (including Bona Fide Hedging Transactions) involving the Managed Assets in the Client’s name, on the Client’s behalf and at the Client’s risk as the Manager deems appropriate from time to time in order to carry out the Manager’s responsibilities hereunder. Said powers, duties and responsibilities shall be exercised exclusively by the Manager pursuant to and in accordance with the provisions of this Agreement and the Client’s Client Charter, including the Protocols set forth therein with respect to each Asset Class. In addition, subject to the Client’s Client Charter and Section 2(a)(vi) above, the Manager shall provide prior written notice to the Client of any of the following matters requiring action and shall be authorized to take the following actions after giving such prior notice to the Client: (i) vote, tender or convert any securities or similar instruments comprising the Managed Assets of the Client; (ii) execute waivers, consents and other instruments with respect to such securities or similar instruments; and (iii) endorse, transfer or deliver such securities or similar instruments or to consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities or similar instruments. For the avoidance of any doubt, the Client retains all obligations (including future funding obligations) with respect to each Managed Asset as the record and beneficial owner thereof. The Manager shall not acquire any asset (other than a Bona Fide Hedging Transaction entered into in accordance with Section 2(a)(ii)), if the terms of such acquisition would impose a future funding obligation on the Client without the prior written consent of the Client. Unless the consent or approval of the Client is expressly required, the Manager may act in its discretion with respect to the Managed Assets. Notwithstanding anything in this Agreement to the contrary, the Manager may, with the Client’s prior writ...

Authority and Delegation. In managing the business and affairs of the Company and exercising its powers, the Board may act through any officer of the Company to whom authority and duties have been delegated.

Authority and Delegation. 1.1 MDH, charged with protecting the public health under Minnesota Statutes, Chapters 144, 157, and 327, has the duty to inspect, license, and regulate: food, beverage, and lodging establishments; public pools and related facilities; youth camps; manufactured home parks and recreational camping areas. 1.2 Minnesota Statutes, Section 145A.07, Subd. 1 authorizes MDH to enter into an agreement to delegate these duties to the Board. MDH delegates its authority to the Board according to this Agreement but nevertheless remains ultimately responsible for the performance of these duties under Minnesota Statutes, Section 145A.07, Subd. 3(h). 1.3 The Board, having jurisdiction over [description of jurisdiction], accepts this delegation and agrees to the terms of this Agreement regarding inspection and licensing of regulated establishments and enforcement of the applicable laws for the purpose of preventing and abating public health risks.

Authority and Delegation. The Department of Environmental Protection has general authority to enter into this Memorandum of Understanding pursuant to G. L. c.21A, § 2(18), and specific authority and responsibility to make rules and issue orders as it deems necessary to prevent the pollution and secure the sanitary protection of all waters used as sources of potable water supply in order to ensure the delivery of a fit and pure water supply to all consumers and to delegate the granting and withholding of any approval required by its rules or regulations pursuant to X. X. x. l 11, §160. As more fully described herein, DEP hereby delegates to DPH certain authority and responsibility to enforce DEP regulations and guidelines that govern water supply sources, with respect to water sources for bottled water and carbonated nonalcoholic beverages. The Department of Public Health has the authority to regulate persons who manufacture or sell bottled water or carbonated nonalcoholic beverages in the Commonwealth pursuant to G. L. c.94, § § l0A through l0F and 105 CMR 570.000. The DPH is authorized to approve all water sources in the Commonwealth for use in bottling water and carbonated non-alcoholic beverages and to require the treatment and testing of source water to insure that standards are in compliance with Massachusetts's drinking water standards. DPH hereby delegates authority and responsibility to DEP to conduct investigations of new sources, source treatment, and substantial modification of such sources and to make recommendations to DPH regarding their approval. DPH further delegates to DEP the authority to conduct on-going monitoring of sources.

Authority and Delegation. 1.1 MDH, in order to ensure safe drinking water in all public water supplies, has the powers and duties set forth in the Safe Drinking Water Act, Minnesota Statutes, Sections 144.381-144.387 (the “Act”). The Act authorizes MDH to enter the premises of a public water supply to inspect facilities and records; to conduct sanitary surveys and annual site visits; to investigate the standards of operation and service delivered by public water supplies; and to implement and enforce the Act and the rules adopted thereunder, Minnesota Rules, Chapter 4720 1.2 Minnesota Statutes, Section 145A.07, Subdivision 1, authorizes MDH to enter into an agreement to delegate these duties to the Board. MDH delegates its authority to the Board according to this Agreement but nevertheless remains ultimately responsible for the performance of these duties under Minnesota Statutes, Section 145A.07, Subdivision 3(h). 1.3 The Board, having jurisdiction over , accepts this delegation and agrees to the terms of this Agreement regarding regulation of public noncommunity transient water systems (“TWS”) at facilities licensed by the Board or MDH as: food, beverage, and lodging establishments; recreational camping areas; manufactured home parks, youth camps, and public pools, and enforcement of the applicable laws within its jurisdiction to prevent and xxxxx public health risks.

Related to Authority and Delegation

Authority and Duties All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent so provided, by the Board.
Authority and Execution It has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken all necessary corporate, partnership or limited liability company, as the case may be, action to authorize the execution, delivery and performance of this Guaranty.
Authority and Consents Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any governmental authorities or persons other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller.
Authority and Validity 14 4.3. No Breach or Violation............................................14 4.4. Assets............................................................14 4.5.
Assignment and Delegation The Contractor may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Contractor recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.
AUTHORITY AND PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113(e)), this Agreement is entered into by the National Aeronautics and Space Administration Xxxxxxx Research Center, located at Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as "NASA" or "NASA LaRC") and idoodlEDU, inc. located at 000 Xxxxx Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxx, XX 00000-0000 (hereinafter referred to as "Partner" or "idoodlEDU"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."
AGREEMENT OFFICIALS AND DELEGATIONS OF AUTHORITY ‌ The following are authorized to subscribe to and file this Agreement and any accompanying materials and any subsequent modifications to this Agreement with the Federal Maritime Commission: (i) Any authorized officer of either party; and (ii) Legal counsel for either party.
Authority and Purpose Pursuant to 18 V.S.A. § 9410, the GMCB maintains certain health care claims and eligibility data within VHCURES to enable it to carry out its statutory duties, including A. determining the capacity and distribution of existing resources; identifying health care needs and informing health care policy; B. evaluating the effectiveness of intervention programs on improving patient outcomes; C. comparing costs between various treatment settings and approaches; D. providing information to consumers and purchasers of health care; and E. improving the quality and affordability of patient health care and health care coverage. To the extent allowed by HIPAA, the GMCB seeks to make some of this data available as a resource for individuals and entities to continuously review health care utilization, expenditures, and performance in Vermont. The purpose of this Agreement is to specify the conditions under which the GMCB will release VHCURES data, and to ensure that the data is accessed, maintained, used, and disclosed in compliance with all applicable statutory, regulatory, and contractual requirements.
Authority and Compliance Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and Borrower is in compliance with all laws and regulatory requirements to which it is subject.
Authority and No Violation (a) First Majestic has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by First Majestic and the consummation by First Majestic of the transactions contemplated by this Agreement have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby other than the approval by its board of directors of other matters (if any) relating solely to the implementation of the Arrangement (and for greater certainty, the issuance of the First Majestic Shares pursuant to the Arrangement does not require the approval of any securityholders of First Majestic pursuant to applicable Laws or stock exchange policies, including the policies of the TSX or NYSE). (b) This Agreement has been duly executed and delivered by First Majestic and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by First Majestic in connection with the transactions contemplated herein will be duly executed and delivered by First Majestic and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against First Majestic in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by First Majestic in connection with the transactions contemplated herein, the execution and delivery by First Majestic of this Agreement and such other documents, the performance by it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, require any consent to be obtained under or give rise to any termination rights or payment obligation under any provision of: (A) its notice of articles or articles; (B) any resolutions of its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws subject to obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement and upon exercise of the Replacement Warrants on the TSX and the NYSE and obtaining the Antitrust Clearance; or (D) any material contract, agreement, license, franchise or permit to which it is party or by which it is bound; (ii) give rise to any right of termination or acceleration of indebtedness of First Majestic, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or (iii) except as would not, individually or in the aggregate, have a Material Adverse Effect on First Majestic, result in the imposition of any Encumbrance upon any of its assets, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on or as and where it may be carried on in the future. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained by First Majestic in connection with the execution and delivery of this Agreement or the consummation by First Majestic of the transactions contemplated hereby other than: (i) obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement and upon exercise of the Replacement Warrants on the TSX and the NYSE; (ii) any approvals required by the Interim Order; (iii) the Final Order; (iv) the Antitrust Clearance; and (v) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on First Majestic immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on First Majestic.

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