Authority and Rights Sample Clauses

Authority and Rights. By any Seller’s submission of a Letter of Transmittal and/or Employee Unit Payment Agreement pursuant hereto, each such Seller shall immediately prior to the Effective Time irrevocably ratify the designation of LDG Holdings LLC (or any successor representative) as Seller Representative as provided in this Agreement including the power to take any and all actions specified in or contemplated by this Agreement and take all actions necessary in the judgment of Seller Representative for the accomplishment of the foregoing (including, but not limited to, negotiating, entering into and performing its obligations under a payment agency agreement relating to the distribution of the Merger Consideration to the Sellers). Seller Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Sellers, as fully as such Sellers were acting on their own behalf. All actions taken by Seller Representative under this Agreement shall be binding upon all Sellers and their successors as if expressly confirmed and ratified in writing by each of them. Parent and Merger Sub shall serve notice to, and deal exclusively with, the Seller Representative with respect to any and all matters concerning any of the Sellers arising out of or related to this Agreement or the Transaction Documents (except as may otherwise expressly be set forth in such Transaction Documents) or the transactions contemplated hereby or thereby, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document purported by the Seller Representative to have been executed by or on behalf of any of the Sellers as fully binding upon them. If the Seller Representative shall resign, dissolve, cease to exist or otherwise be unable to fulfill its responsibilities as representative of the Sellers, the Sellers shall, within ten (10) days after the occurrence of such event, appoint a successor representative and, promptly thereafter, shall notify the Company of the identity of such successor. Any such successor shall become the “Seller Representative” for purposes of this Agreement and the other Transaction Documents. If for any reason there is no Seller Representative at any time, all references herein or in any other Transaction Document to the Seller Representative shall be deemed to refer to the Sellers themselves, as applicable. By ratifying approval of the Seller Representative pursuant to the first se...
Sample 1See All (4)
AutoNDA by SimpleDocs
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 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 gen...
Sample 1
Authority and Rights o The Client grants the Service Provider full authority to act on its behalf in matters pertaining to carbon credit administration. The Service Provider is authorized to buy, sell, trade, and otherwise manage carbon credits in a manner it deems appropriate, within the bounds of this Agreement. • Compensation o Compensation to the Service Provider for its services shall be structured as outlined in Appendix A of this Agreement, with fees based on the number of carbon credits managed. This structure aims to incentivize efficient and effective administration of carbon credits.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Authority and Rights

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, 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. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties 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). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party 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 PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration, located at 000 X Xxxxxx XX, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "NASA") and Xxxxxx Space Systems, Inc., located at 0000 Xxxxxxxx Xx., Xxxxxx, XX 00000 (hereinafter referred to as "Partner" or "Xxxxxx"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

  • 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 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) Goldbelt has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt and constitutes a legal, valid and binding obligation of Goldbelt, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.

  • 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 14 4.3. No Breach or Violation............................................14 4.4. Assets............................................................14 4.5.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!