Authority; Counsel Sample Clauses

Authority; Counsel. Authority Counsel shall act as the general counsel and advisor to the Authority, including counsel to the Governing Board and the Executive Committee. Authority Counsel will have such duties as authorized by the Governing Board and serve at the pleasure of same. Authority Counsel shall not be an: (a) elected official of any Party, or (b) employee of any Party other than the Authority. Authority Counsel shall be an attorney duly licensed to practice law in the State of Florida, shall be in good standing with the Florida Bar, and shall at all times comply with all applicable rules of the Florida Bar regulating attorney conduct. Authority Counsel shall have substantial experience providing counsel to a governmental entity or governmental entities within the State of Florida and demonstrated familiarity with issues related to solid waste disposal and recycling. Except for the matters described in Section 6.10.2, Authority Counsel may retain special counsel to provide legal services to the Authority in connection with particular legal matters or in the event of actual or perceived legal conflict, subject to the approval of the Executive Committee.
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Authority; Counsel. The Board of Directors of GeniSys has authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and GeniSys has full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of GeniSys and is enforceable in accordance with its terms and conditions. By execution of Exhibit 1.2, all of the GeniSys Shareholders have agreed to and have approved the terms of this Agreement.
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Authority; Counsel. The Board of Managers of M&L has authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and M&L has full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of M&L and is enforceable in accordance with its terms and conditions. By execution of Exhibit 1.2, all of the M&L Members have agreed to and have approved the terms of this Agreement.
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Authority; Counsel. The Board shall retain and appoint legal counsel for the Authority.
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Authority; Counsel. The Board of Directors of WIN has authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and WIN has full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of WIN and is enforceable in accordance with its terms and conditions. By execution of Exhibit 1.2, all of the WIN Shareholders have agreed to and have approved the terms of this Agreement.
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Authority; Counsel. The Board of Managers of Palermo has authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and Palermo has full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of Palermo and is enforceable in accordance with its terms and conditions. By execution of Exhibit 1.2, all of the Palermo Members have agreed to and have approved the terms of this Agreement.
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Related to Authority; Counsel

  • Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Authority of the Representative Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

  • Approval of Bank Counsel All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank's counsel.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

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