Authority of Party A Sample Clauses

Authority of Party A. Each of the Parties hereto agrees that Party A shall have authority to settle all Indemnification Claims in accordance with Article IX of the Purchase Agreement on behalf of any of the affiliates of Party A. Unless the context otherwise requires, any references to Party A contained herein shall be deemed to be references to Buyer and its affiliates.
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Authority of Party A. Each of the Parties hereto agrees that Party A shall have authority to settle all Indemnification Claims in accordance with Article X of the Merger Agreement on behalf of the Surviving Entity, or any of the affiliates of Parent or Surviving Entity. Unless the context otherwise requires, any references to Party A contained herein shall be deemed to be references to Parent and Surviving Entity, and each of their respective affiliates.
Sample 1
Authority of Party A. Party A has all necessary power and authority and has taken all actions necessary to enter into this Agreement. Party A has taken all action required by Law, its Deed of Formation, Articles of Association or otherwise to be taken by it to authorize the execution and delivery of this Agreement by Party A. This Agreement has been duly and validly executed and delivered by Party A and, when executed and delivered by Party B, will constitute a legal, valid and binding obligation of Party A enforceable against it in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization , moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
Sample 1
Authority of Party A. MCRLP and the Purchaser hereby appoint Party A as their representative, agent and attorney in fact for and on their behalf for all purpose in connection with this Escrow Agreement and any escrow funds related to this Escrow Agreement. Without in any way limiting the generality of the foregoing, each of the Parties hereto agrees that the Party A shall have authority to settle all matters and to give all instructions and notices in respect of this Escrow Agreement on behalf of itself, MCRLP and the Purchaser, including, without limitation, the authority to settle all Indemnification Claims in connection with this Escrow Agreement and Article VIII of the Purchase Agreement, all in the name of and on behalf of itself, MCRLP and Purchaser. Unless the context otherwise clearly requires, any references to Party A contained herein, shall be deemed to be references to Party A, MCRLP and the Purchaser collectively. Party A hereby represents and warrants, and MCRLP and the Purchaser hereby agree, that Party A has actual authority to act on their behalf in connection with this Escrow Agreement and any escrow funds related to this Escrow Agreement, settle all matters and to give all instructions and notices in respect of this Escrow Agreement on behalf of MCRLP and the Purchaser, including, without limitation, the authority to settle all Indemnification Claims in accordance with this Escrow Agreement and Article VIII of the Purchase Agreement on behalf of itself, MCRLP and the Purchaser. Escrow Agent shall be entitled to deal exclusively with Party A with respect to any matter arising under this Escrow Agreement relating to MCRLP and/or Purchaser.
Sample 1

Related to Authority of Party A

  • Authority of Parties Tenant represents and warrants that it is duly formed and in good standing, and is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. At Landlord's request, Tenant shall provide Landlord with corporate resolutions or other proof in a form acceptable to Landlord, authorizing the execution of the Lease.

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

  • Authority of Partners No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to:

  • 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 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 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 Manager (a) The Manager shall have the exclusive authority to manage the operations and affairs of the Company, shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company, and shall have all authority, rights, and powers conferred by law and those required or appropriate for the management of the Company business.

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • AUTHORITY OF ADVISER (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 Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of the execution hereof by the officers of the Company) hereby delegates to the Adviser 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 Adviser, may be necessary or advisable in connection with the Adviser’s duties described in Section 3, including the making of any Investment that fits within the Company’s investment objectives, strategy and guidelines, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board.

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