Authority and Rights Sample Clauses

Authority and Rights. The Holder Representative shall have full power, authority and discretion to represent all of the Sellers and their successors with respect to all matters arising under this Agreement and the Escrow Agreement, and any agreements ancillary to the foregoing; provided, however, that the Holder Representative shall have no obligation to act on behalf of or as a fiduciary of the Sellers, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to (i) execute and deliver the Escrow Agreement on behalf of and in the name of each such Seller and amendments to this Agreement, (ii) authorize the release or delivery of funds held in the Indemnity Escrow Account or Adjustment Escrow Account as provided in Section 2.8.2 or Article VIII, (iii) hold the Holder Expense Fund and withdraw funds from the Holder Expense Fund as provided in Section 9.3, (iv) agree to, negotiate, enter into 68 settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any claims, (v) arbitrate, litigate, resolve, negotiate, settle or compromise any such claim, (vi) execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable, (vii) refrain from enforcing any right of the Sellers or any of them or the Holder Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing, (viii) take any and all other actions specified in or contemplated by this Agreement or the Escrow Agreement and (ix) take all actions desirable in the judgment of the Holder Representative for the accomplishment of the foregoing or in connection with this Agreement or the Escrow Agreement. The Holder Representative may take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Sellers, as fully as if such Sellers were acting on their own behalf. All actions taken by the Holder Representative under this Agreement and the Escrow Agreement shall be binding upon all Sellers and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting the ...
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Authority and Rights. The USBG Representative shall have full power and authority to represent all of the USBG Members and their successors with respect to all matters arising under this Escrow Agreement, including, without limitation, the power to (a) execute and deliver any amendment, modification or waiver to this Escrow Agreement on behalf of and in the name of each USBG Member, (b) authorize the release or delivery of Escrow Funds and execute and deliver Joint Instruction Letters, (c) litigate, resolve, negotiate, settle, compromise and comply with orders of courts with respect to any claims under or with respect to this Escrow Agreement, (d) take any and all other actions specified in or contemplated by this Escrow Agreement and (e) take all actions necessary in the judgment of the USBG Representative for the accomplishment of the foregoing. The USBG Representative shall take any and all actions that it believes are necessary or appropriate under this Escrow Agreement for and on behalf of the USBG Members, as fully as such USBG Members were acting on their own behalf. All actions taken by the USBG Representative under this Escrow Agreement shall be binding upon all USBG Members and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the USBG Representative shall have full power and authority to interpret all terms and provisions of this Escrow Agreement and to consent to any amendment hereof on behalf of the USBG Members and their successors. West Central, the Escrow Agent and REG shall be entitled to rely on the appointment and treat the USBG Representative as the duly appointed representative of the USBG Members.
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Authority and Rights. By the stockholders’ approval of the Merger Agreement and each seller’s submission of a letter of transmittal pursuant hereto, each of the stockholders of the Company immediately prior to the Effective Time irrevocably ratifies the designation of One Equity Partners LLC (and any successor representative) as Stockholder Representative as provided in this Merger Agreement and the Escrow Agreement, including, without limitation, the power to take any and all actions specified in or contemplated by this Merger Agreement or the Escrow Agreement and take all actions necessary in the judgment of Stockholder Representative for the accomplishment of the foregoing. Stockholder Representative shall take any and all actions that it believes are necessary or appropriate under this Merger Agreement and the Escrow Agreement for and on behalf of the holders of Shares and the Options, as fully as such holders were acting on their own behalf. All actions taken by Stockholder Representative under this Merger Agreement and the Escrow Agreement shall be binding upon all holders of Shares and the Options and their successors as if expressly confirmed and ratified in writing by each of them.
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Authority and Rights. RTS represents and warrants that it has the authority and all rights necessary to grant the rights and licenses and to fulfill the obligations set forth in this Agreement. In the event of any breach or threatened breach of the foregoing representation and warranty with respect to the Goods, AOL's sole remedy shall be to require RTS to either: i) procure, at RTS' expense, the right to use the Goods in accordance with this Agreement, or ii) replace the Goods or any part thereof that is in breach, such replacement to be with Goods of comparable functionality that does not cause any breach. AOL represents and warrants that it has the authority and power necessary to carry out its obligations under this Agreement.
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Authority and Rights. (a) By virtue of the adoption and approval of this Agreement and acceptance of any consideration pursuant to this Agreement and without any further action of any Seller, each Seller hereby irrevocably constitutes and appoints each of Xxxx Xxxxxxxx and Xxxx Xxxxxxxx (or any successor representative) as its representatives as the Seller Representative as provided in this Agreement and as the true and lawful attorney-in-fact and exclusive agent under this Agreement and any other Transaction Document, including the power to take any and all actions specified in or contemplated by this Agreement and any other Transaction Document, and take all actions necessary in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall take or refrain from taking any and all actions that they believe are necessary under this Agreement for and on behalf of the Sellers, as fully as each such Seller were acting on its own behalf. All actions taken by the Seller Representative under this Agreement shall be binding upon each Seller and its successors as if expressly confirmed and ratified in writing by each of them and all defenses which may be available to any Seller to contest, negate or disaffirm the action of the Seller Representative taken in good faith under this Agreement or any other Transaction Document are waived.
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Related to Authority and Rights

  • Authority and Approval NAP has all requisite limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NAP Written Consent. The execution and delivery of this Agreement by NAP, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NAP have been duly authorized and approved by all requisite partnership action on the part of NAP, except that the consummation of the Merger is subject to receipt of the NAP Written Consent. At a meeting duly called and held, the NAP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of NAP and the Holders of NAP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NAP Special Approval), (c) resolved to make the NAP Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NAP Board to recommend, the approval of this Agreement and the Merger, by the Holders of NAP Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NAP Conflicts Committee, the NAP Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NAP and the Holders of NAP Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NAP Common Units, made the NAP Board Recommendation and authorized the Holders of NAP Common Units to act by written consent pursuant to Section 13.11 and Section 14.3 of the NAP Partnership Agreement. The adoption of this Agreement by the written consent in lieu of a meeting of the Holders of at least a majority of the Outstanding (as defined in the NAP Partnership Agreement) Common Units in accordance with Section 13.11 and Section 14.3 of the NAP Partnership Agreement (the “NAP Written Consent”) is the only vote or approval of partnership interests in NAP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NAP and constitutes the valid and legally binding obligation of NAP, enforceable against NAP in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

  • 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 persons or entity other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller have been duly authorized by all necessary corporate action of Seller (including any necessary action by Seller's security holders), and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms.

  • 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 Power All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

  • Authority and No Violation (a) The consummation of the Acquisition, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

  • 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 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.

  • Authority and Validity He has the capacity and authority to execute, deliver and perform this Agreement and all other agreements and documents he is executing or will execute in connection herewith or therewith.

  • 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.

  • Governmental Authority and Licensing The Borrower and its Subsidiaries have received all licenses, permits, and approvals of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of the Borrower, threatened.

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