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 Company. Subject to the terms and conditions of this Agreement, Company shall be authorized to, and agrees, to act as a limited agent of W&R for purposes of Rule 22c-1 under the 1940 Act and to the extent permitted by applicable law, for the sole purpose of receiving instructions for the purchase and redemption of Portfolio shares (from Contract Owners or participants making investment allocation decisions under the Contracts) prior to the close of business of the New York Stock Exchange (“NYSE”), normally 3:00 p.m. Central Time (“Pricing Time”) each Business Day. “Business Day” shall mean any day on which the NYSE is open for trading and on which the Portfolios calculate their net asset value as set forth in the Portfolios’ most recent prospectuses and SAIs. Except as particularly stated in this paragraph, Company shall have no authority to act on behalf of W&R or Ivy Funds VIP or to incur any cost or liability on its behalf.
Authority of Company. The execution and delivery by Company of this Agreement and the consummation of the transactions contemplated by both have been duly and validly authorized by all necessary corporate action on the part of Company, and this Agreement is a valid and binding obligation of Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Company of this Agreement, the consummation of the transactions contemplated herein, nor compliance by Company with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance or other instrument or obligation to which Company is a party, or by which Company or any of its properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) violate any Law applicable to Company or any of its properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Company, and no Consent of any Person, is required in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the transactions contemplated hereby, except (i) the filing of Form D with the SEC and the absence of any objection by the SEC to this transaction; (ii) the filing of notices of transaction or other required filings with the securities administrators of any states in which Subject Shares are to be offered and sold as part of this offering, and the absence of any objection from any of such administrators; and (iii) notice to Nasdaq to list the Subject Shares.
Authority of Company. Each of the Subsidiary Borrowers, by its execution hereof or of an Assumption Letter (a) irrevocably authorizes the Company, on behalf of such Subsidiary Borrower, to give and receive all notices under the Loan Documents and to make all elections under the Loan Documents and to give all Borrowing/Conversion/Continuation Notices on its behalf, (b) agrees to be bound by any such notices or elections and (c) agrees that the Administrative Agent and Lenders may rely upon any such policies or elections as if they had been given or made by such Subsidiary Borrower.
Authority of Company. The Company shall have and be entitled to exercise all such powers hereunder as are specifically delegated to the Company by the terms hereof, together with such powers as are incidental thereto. The Company may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Company, nor any director, officer or employee of the Company, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or wilful misconduct. The Trust hereby agrees, to the extent permitted by applicable law, to reimburse the Company, on demand, for all costs and expenses incurred by the Company in connection with the enforcement of this Agreement (including costs and expenses incurred by any agent employed by the Company).
Authority of Company. Subject to the terms and conditions of this Agreement, Company shall be authorized to, and agrees, to act as a limited agent of W&R for purposes
Authority of Company. Consistent with the provisions of this Agreement, COMPANY shall have the responsibility and commensurate authority to provide full service management services for DOCTOR, including, without limitation, equipment, supplies, support services, personnel (but specifically excluding licensed medical personnel), marketing, billing and collection services, management, administration, financial record keeping and reporting, and other business office services as provided herein. COMPANY, subject to the ultimate control and direction of DOCTOR, is hereby expressly authorized to provide all such services in any reasonable manner COMPANY deems appropriate to meet the day-to-day requirements of the business functions of DOCTOR. To the extent practicable, COMPANY, at its discretion, shall perform some or all of the services specified hereunder for DOCTOR.
Authority of Company. (a) The Company and the directors of the Company have taken all necessary action to authorise the signing, delivery and performance of this agreement and the documents required under this agreement in accordance with their respective terms.
(b) The Company has power to enter into this agreement and perform its obligations under it and can do so without the consent of any other person and free of any pre-emptive rights or rights of first refusal that have not otherwise been waived in accordance with this agreement.
(c) The Company’s obligations under this agreement are valid and binding and enforceable against it in accordance with their terms.
Authority of Company. Consistent with the provisions of this Agreement, Company shall have the responsibility and commensurate authority to provide Management Services for Doctor’s Practice, including, without limitation, the provision of office space, equipment, utilities, supplies, support services, non-licensed personnel, marketing, billing and collection services, financial record keeping, and other business management services as provided herein. Company, is hereby expressly authorized to provide all such services in a manner deemed reasonably appropriate to meet the day-to-day requirements of the Practice. Company, at its discretion, shall perform some or all of the Management Services specified hereunder, however, may delegate functions and duties to such other individuals or entities Company deems to be qualified to perform such.
Authority of Company. The authority of Company shall extend no further than is expressly stated in this Agreement. It is the intent and purpose of this Agreement that Company shall be and at all times remain only an independent contractor as that term is legally understood and construed, and nothing herein contained shall be construed or inferred to create the relationship of employer and employee, partnership, joint venture partner, agency, consultant or any other relationship between Bank and Company.
