AUTHORITY OF AGENCY Sample Clauses

AUTHORITY OF AGENCY. On all questions concerning the interpretation of specifications, the acceptability and quality of material furnished and/or work performed, the classification of material, the execution of the work, and the determination of payment due or to become due, the decision of the Agency shall be final and binding.
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AUTHORITY OF AGENCY. Agency is not authorized and is expressly forbidden on behalf of M E G A to incur any indebtedness or liability or to make, alter or discharge contracts, or to waive policy provisions, make extra rates, extend the time of any premium and/or fee, ·extend the valid dates of any proposals.
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AUTHORITY OF AGENCY. 6.1 I authorise the Agency to act on My behalf in approving and permitting the copyright, license, use and publication of My name, photograph, likeness, or other representation of My image or voice in whole or part (“My Image”) for any purpose whatsoever, associated with any Booking and/or any Client and also in relation to the Agency’s promotional materials, such as its website, business cards and portfolio, as well as signing of contracts, bills of sale and photographic and other releases in connection with those purposes. 6.2 I agree to appoint the Agency to act exclusively on My behalf in relation to the negotiation of any extension or renewal of the rights granted for the Acting Works (up to and including in perpetuity and in all mediums worldwide) to those rights that were initially agreed and approved within the original scope of Acting Work. The Agency will seek the most appropriate compensation available for such an extension or renewal but the Agency makes no representation about the rates that may be achieved for the extension or renewal. The rates will be subject to the payment of the Agency Fees (as set out below). 6.3 I will not seek to prevent the use of My Image in accordance with this Agreement and the terms of any Booking and I release the Agency and the Client, and their assignees, licensees and successors from any liability to Me arising from any blurring, distortion, alteration, voice dubbing, optical illusion or use in composite form, whether intentional or otherwise, that may occur or be produced in exploiting My Image. 6.4 I understand that the Agency will take reasonable steps to ensure the Client and other workers involved in the Acting Work are professional and courteous but I acknowledge that the Agency makes no warranty (express or implied) to that effect and I acknowledge and agree that the Agency will not be held liable for the conduct of any third parties in respect of a Booking or in respect of any other matter that is the subject of this Agreement (including but not limited to the conduct of the Client). 6.5 The Agency will comply with all regulations and statutory obligations regarding the use and storage of My Professional Information. 6.6 The Agency will not be liable to me or any third party if the Booking is unsatisfactory to Me (or that third party) in any respect including with regard to usage of My Image by the Client. 6.7 I acknowledge and agree that all rights in and relating to My Image in relation to any Bookin...
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AUTHORITY OF AGENCY. (a) Subject specifically to the limitations and other terms and conditions of this Agreement, MGA hereby grants to Agency the usual and customary insurance brokering agency authority to: (i) Solicit insurance and accept applications, and (ii) Collect and receive premiums, with respect to the lines and classes of insurance business, the MGA and the territories stated in the Appointment Instruments. Agency shall have such other authority as specifically delegated to Agency under any Appointment Instruments, subject to any restrictions, terms and conditions stated therein. Agency shall have such duties as imposed under any Appointment Instrument or Underwriting Guidelines. (iii) Solicit premium finance business and accept applications on behalf of MGA’s affiliate, the United Premium Finance Company. (b) The authority of Agency shall extend no further than is provided under this Agreement. Without limiting the foregoing, except as otherwise authorized by MGA, Agency shall have the authority to bind MGA on insurance risks as provided herein, but Agency shall have NO authority to alter, discharge or extend any provision of any policy; to extend the time for payment of premiums; to extend any credit for payment of premiums or otherwise; to waive or extend any Policy obligation or conditions; to otherwise bind, commit, or incur any liability on behalf of MGA. (c) Agency shall have NO authority to broker any business hereunder, or to share Commission, with another broker or agency not employed by or associated with Agency. (d) MGA may provide Underwriting Guidelines to Agency for one or more lines or classes of insurance with respect to which MGA has authorized Agency. MGA may at any time change or alter any Underwriting Guidelines. Agency agrees to be bound by the prevailing published Underwriting Guidelines in force at the time that the insurance to which such Underwriting Guidelines relate is placed by Agency under this Agreement. If an Appointment Instrument or other term of this Agreement limits Agency's authority to specific coverages or otherwise restricts Agency, receipt by Agency of any Underwriting Guidelines shall not operate to expand Agency's authority. (e) All of the foregoing authority and duties shall be subject at all times to restrictions placed upon MGA and Agency by the laws or legally enforceable rules and regulations of the authorities of the state or states as to which Agency is authorized hereunder.
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AUTHORITY OF AGENCY. Subject to requirements imposed by law, the underwriting rules, procedures and regulations of MICOA and this agreement, the Agency is authorized to: 1. Solicit within the State of Nevada, receive and transmit immediately and directly to MICOA, proposals for health care liability insurance contracts for which a commission is specified in the schedule of commissions provided by Exhibit A, attached and as amended or supplemented by such attachments from time to time. 2. Produce and deliver certificates of insurance and written binders in accordance with MICOA underwriting requirements. The Agency is not authorized to accept or bind any risk or to otherwise obligate MICOA without specific authority from MICOA. 3. Provide all usual and customary services of an Agency on all policies placed with MICOA subject to the following: a. MICOA will not be responsible for Agency expenses including but not limited to rent, transportation, employee hire or solicitor's fees, postage, telegrams, telephone, advertising, licensing fees or any other Agency expenses whatsoever. b. The Agency will not undertake or initiate advertising of any nature in connection with business or policies related to MICOA without the approval of MICOA. 4. To promptly report all claims and losses of which the Agency has knowledge and properly notify MICOA when the Agency receives notice of the commencement of any related legal action. Agency shall refrain from admitting or denying liability on the part of the company in connection with any claim or lawsuit. 5. In return for the exclusive appointment of Agency by MICOA to sell its professional liability products listed on the attached Commission Schedule in Nevada, Agency agrees not to sell any competing professional liability products in Nevada, without the written consent of MICOA. Provided that, if a particular risk has been submitted to MICOA and MICOA has declined that risk, then Agency may search appropriate markets for placement of that risk, and may place that risk with another insurance company. 6. Designated Agent representatives upon request from MICOA will be expected to participate in MICOA's Nevada Market Managers Group activities and to attend all scheduled meetings. 7. MICOA will share on a project basis development costs of all promotional materials and some advertising costs related to Nevada sales, provided that all such expenditures or budgets for them are approved by MICOA in writing in advance. 8. Agency may solicit subagencies...
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AUTHORITY OF AGENCY. 6.1 I authorise the Agency to act on My behalf in approving and permitting the copyright, license, use and publication of My name, photograph, likeness, or other representation of My image or voice in whole or part (“My Image”) for any purpose whatsoever, associated with any Booking and/or any Client and also in relation to the Agency’s promotional materials, such as its website, business cards and portfolio, as well as signing of contracts, bills of sale and photographic and other releases in connection with those purposes unless otherwise agreed in writing. 6.2 I will not seek to prevent the use of My Image in accordance with this Agreement and the terms of any Booking and I release the Agency and the Client, and their assignees, licensees and successors from any liability to Me arising from any blurring, distortion, alteration, voice dubbing, optical illusion or use in composite form, whether intentional or otherwise, that may occur or be produced in exploiting My Image.
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AUTHORITY OF AGENCY. Unless otherwise required by state law to act as an Agency, Agency acts solely as the Agency or broker for an applicant for an insurance policy with NWC and not as an Agency of NWC. If Agency is placing business with NWC that has been directed to it by another legally established insurance Agency, Agency accepts full responsibility for that submission as if it were the originator of such placement. Agency does not have binding authority or any authority to act on behalf of NWC pursuant to this Agreement, except to the limited extent required by the law of any state in which Agency is licensed. NWC does not grant or delegate any authority to Agency by this Agreement, except to place business with NWC. Subject to requirements imposed by law and the terms of this Agreement, the Agency is authorized on behalf of NWC in the jurisdictions where NWC is licensed to do any insurance policy business to: a. Solicit, receive and transmit applications to NWC for: (i) insurance policies for the classes of insurance policies which NWC lawfully has authority to write and for which a commission is specified. b. The Agency shall promptly forward to NWC all applications and copies of all policies, and any other documents issued by the Agency that create, add or modify coverage and otherwise notify NWC in writing of all liability accepted by Agency, so that NWC receives such documents or notification not later than the fifth working day following the inception date of coverage or the date of acceptance of coverage, whichever occurs first. Notwithstanding anything else stated in this Agreement, NWC reserves the right to reject any of the applications, or other documents that create, add or modify coverage or written acceptances of liability submitted by the Agency. Rejection by NWC is to be in effect immediately upon written notification of the rejection to the Agency. Should NWC notify the Agency of the rejection of submitted applications, or other documents that create, add or modify coverage or written acceptances of liability, it is the sole responsibility of the Agency to notify the party(ies) effected by the rejected submission. c. Perform all the services usual and customary to an insurance Agency on all insurance policies placed by the Agency with NWC, including, without limitation, promptly responding to all customer inquiries and promptly forwarding to Company any notice of claim or customer complaint information received by Agency. Notwithstanding anything stated ab...
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Related to AUTHORITY OF AGENCY

  • Authority of Agent Each Grantor acknowledges that the rights and responsibilities of Agent under this Agreement with respect to any action taken by Agent or the exercise or non-exercise by Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Agent and any Grantor, Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

  • Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.

  • Authority of Manager (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04. (b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. (c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

  • Authority of Company The Company has all requisite authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Scope of Agency (a) Transfer Agent shall act solely as agent for Fund under this Agreement and owes no duties hereunder to any other person. Transfer Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Transfer Agent. (b) Transfer Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance upon, (i) any communication from Fund, any predecessor transfer agent or co-transfer agent or any registrar (other than Agent), predecessor registrar or co-registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed in good faith by Transfer Agent to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (iv) any instructions received through Direct Registration System/Profile. In addition, Transfer Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order. (c) From time to time, Fund may provide Transfer Agent with instructions concerning the Services. Further, Transfer Agent may apply to any Authorized Person for instruction, and may consult with legal counsel for Agent or Fund with respect to any matter arising in connection with the Services. Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnified by Fund under Section 9.2 of this Agreement for any action taken or omitted by Transfer Agent in good faith reliance upon any Fund instructions or upon the advice or opinion of such counsel. Fund shall promptly provide Transfer Agent with an updated board resolution and/or certificate of incumbency regarding any change of authority for any Authorized Person. Transfer Agent shall not be held to have notice of any change of authority of any Authorized Person, until receipt of written notice thereof from Fund.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

  • Authority of Advisor (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Directors over the management of the Company, the Directors hereby delegate to the Advisor the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Advisor, may be necessary or advisable in connection with the Advisor’s duties described in Section 3. (b) Notwithstanding the foregoing, any investment in Real Properties, including any acquisition of Real Property by the Company or the Operating Partnership (including any financing of such acquisition), will require the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be. (c) If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents and other information required by them to properly evaluate the proposed transaction. The prior approval of a majority of the Independent Directors not otherwise interested in the transaction and a majority of the Directors not otherwise interested in the transaction will be required for each transaction to which the Advisor or its Affiliates is a party. The Directors may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Directors so modify or revoke the authority contained herein, the Advisor shall henceforth submit to the Directors for prior approval such proposed transactions involving investments in Real Property, Real Estate Related Securities, or Debt Investments as thereafter require prior approval, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

  • Authority of Committee All determinations made by the Committee with respect to the interpretation, construction and application of any provision of this Agreement shall be final, conclusive and binding on the parties.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

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