Authority; Duties Sample Clauses

Authority; Duties. Except as otherwise specifically set forth in this Agreement, the Board acting in accordance with the terms of this Agreement shall have the right, power and authority to oversee the business and affairs of the Company and its subsidiaries a nd to do all things necessary to manage the business of the Company and its subsidiaries, and the Board is hereby authorized to take any action of any kind and to do anything and everything the Board deems necessary or appropriate in accordance with the provisions of this Agreement and applicable law; provided, however, the Board shall have no right or authority to create any committee of the Board.
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Authority; Duties. Except as otherwise specifically set forth in this Agreement and subject to Article XIV, the Board acting in accordance with the terms of this Agreement shall have the right, power and authority to oversee the business and affairs of the Company and its subsidiaries and to do all things necessary to manage the business of the Company and its subsidiaries, and the Board is hereby authorized to take any action of any kind and to do anything and everything the Board deems necessary or appropriate in accordance with the provisions of this Agreement and applicable law. Notwithstanding anything in the foregoing to the contrary, the day to day management of the Company shall be delegated to the Chief Executive Officer of the Company, subject to oversight by the Board and subject to Section 7.7
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Authority; Duties. The Company hereby employs Scxxxx, and Scxxxx xereby agrees to employment by the Company, as its President and Chief Executive Officer, to serve at the pleasure of the Board of Directors of the Company. Scxxxx xhall have complete control and sole authority of the management of the Company, its business and financing programs, all acquisitions, mergers, joint ventures, and sales of assets, subject to the authority of the Company's Board of Directors. Scxxxx xhall be primarily responsible for directing and managing the day-to-day business of the Company, its mining operations and such other business opportunities directly related to the mining and gold industries as Scxxxx xay determine to be beneficial to the Company, subject to the authority of the Company's Board of Directors and, to the extent required by applicable law, its shareholders. Scxxxx xhall also perform such other services from time to time, consistent with his position as President and Chief Executive Officer, as determined by the Board of Directors of the Company. Scxxxx xhall be authorized, in the name and on behalf of the Company:
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Authority; Duties. ...19 8.3 Business Decisions; Voting Shares of HF Holdings' Capital Stock...............................................20
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Authority; Duties. The power and authority granted to, and the duties undertaken by, the Administrative Members hereunder shall include only (a) the power and duty to perform administrative functions necessary or convenient for the furtherance of the purpose of the Company, including without limitation the maintenance of complete and accurate books and records reflecting all activities of the Company, the preparation and filing of necessary or appropriate certificates, reports or other documents with regulatory or administrative bodies, the preparation of reports for the Members, the determination and (with the consent of a Voting Majority) payment of expenses of the Company, the making of Short-Term Investments, and the execution of such documents in connection with the making of the investment in HF Holdings as are approved by a Voting Majority, including the Subscription Agreement and the Stockholders Agreement, (b) the power and duty to seek out and provide advice to the Company concerning investments, including without limitation advice regarding investment opportunities potentially available to the Company, advice in connection with the structuring of any new or follow-on investment or the complete or partial disposition of any investment, and advice regarding the general management of the Company's investments, (c) the power to execute such documents in connection with any new investment as are approved by a Voting Majority, (d) the powers and/or duties specifically set forth in Sections 2.2, 2.3, 2.7, 3.2, 3.4, 5.1, 5.3, 5.6, 5.7.3, 8.3, 10.2, 10.3 and 11.2 and (e) such other powers and/or duties as are approved by the holders of a majority of each of the Class A Units and the Class B Units.
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Authority; Duties. Subject to any limitations contained in, or as otherwise provided by this PSC Trust Agreement or in the Plan or the Confirmation Order, the PSC Trustee shall have the following powers and authorities, subject to the terms and conditions of this PSC Trust Agreement:
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Related to Authority; Duties

  • Additional Duties (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form.

  • Additional Duties of the Borrower 16 8.1 Financial and Other Covenants 16 8.2 Insurance 16 8.3 Reports 16 8.4 Access to Collateral, Books and Records 16 8.5 Negative Covenants 17 8.6 Litigation Cooperation 18 8.7 Further Assurances 18 9. TERM. 18 9.1 Maturity Date 18 9.2 Early Termination 18 9.3 Payment of Obligations 18 10. EVENTS OF DEFAULT AND REMEDIES. 19 10.1 Events of Default 19 10.2 Remedies 20 10.3 Standards for Determining Commercial Reasonableness 21 10.4 Power of Attorney 21 10.5 Application of Proceeds 23 10.6 Remedies Cumulative 23 11. GENERAL PROVISIONS 23 11.1 Interest Computation 23 11.2 Application of Payments 23 11.3 Charges to Accounts 23 11.4 Monthly Accountings 23 11.5 Notices 24 11.6 Severability 24 11.7 Integration 24 11.8 Waivers 24 11.9 No Liability for Ordinary Negligence 24 11.10 Amendment 24 11.11 Time of Essence 24 11.12 Attorneys Fees, Costs and Charges 24 11.13 Benefit of Agreement 25 11.14 Publicity 25 11.15 Paragraph Headings; Construction 25 11.16 Governing Law; Jurisdiction; Venue 25 11.17 Mutual Waiver of Jury Trial 25 11.18 Confidentiality 26 Coast Loan and Security Agreement BORROWER: TURF PARTNERS, INC., A DELAWARE CORPORATION ADDRESS: 00000 XXXXXXXXX XXXX XXX XXXXX, XXXXXXXXXX 00000 DATE: JUNE __, 1999 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between COAST BUSINESS CREDIT, a division of Southern Pacific Bank ("Coast"), a California corporation, with offices at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and the borrower named above (the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 1 below.) Coast and the guarantor hereunder, Eco Soil Systems, Inc., a Nebraska corporation anticipate entering into a term loan facility in the approximate amount of Five Million Dollars ($5,000,000) (the "Term Loan") that will be guaranteed by the Borrower hereunder. Borrower, Eco Soil Systems, Inc., and Coast understand that said Term Loan is prospective and does not represent a binding commitment by Coast to make said Term Loan.

  • General Duties It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Sale and Servicing Agreement and to administer the Trust in the interest of the Holder, subject to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Servicer has agreed in the Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Servicer to carry out its obligations under the Sale and Servicing Agreement.

  • Administrative Duties 94 SECTION 12.2 Records.....................................................................97 SECTION 12.3 Additional Information to be Furnished to the Issuer........................97

  • Specific Duties Manager’s duties include the following:

  • Additional Duties of Borrower Borrower will at all times comply with all of the following covenants throughout the term of this Agreement:

  • AUTHORITY AND DUTIES OF THE OWNER TRUSTEE ACTION BY CERTIFICATEHOLDERS

  • Other Duties The Transfer Agent may perform other duties for additional compensation if agreed to in writing by the parties to this Agreement.

  • Appointment Authority and Duties of Agent 12.1.1. Each Lender hereby irrevocably appoints and designates Fleet as Agent to act as herein specified. Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized Agent to, enter into all Loan Documents to which Agent is or is intended to be a party and all amendments hereto and all Security Documents at any time executed by Borrower, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 12, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver as Agent each Loan Document and accept delivery of each such agreement delivered by Borrower or any other Obligor; (c) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the Security Documents with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided that Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to Borrower's Deposit Accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (e) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Agent with respect to any of the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Lender (or any Lender's participants). Unless and until its authority to do so is revoked in writing by Required Lenders, Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Appendix A), or whether to impose or release any reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from any liability to Lenders or any other Person for any errors in judgment.

  • Administrative Duties of the Custodian The Custodian shall perform the following administrative duties with respect to Investments of the Fund.

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