Authority of Xxxxxxx Sample Clauses

Authority of Xxxxxxx. The authority of the Xxxxxxx designated by the Union shall be limited to and shall not exceed the following duties and activities:
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Authority of Xxxxxxx. (A) Xxxxxxx has the requisite power and authority to execute, deliver and perform each of the Transaction Documents which are to be executed by it in connection with the Transactions or which have been executed by it as required by this Agreement and the other Loan Documents and (ii) to file the Transaction Documents which must be filed by it in connection with the Transactions or which have been filed by it as required by this Agreement, the other Loan Documents or otherwise with any Governmental Authority. (B) The execution, delivery, performance and filing, as the case may be, of each of the Transaction Documents which must be executed or filed by Xxxxxxx in connection with the Transactions or which have been executed or filed as required by this Agreement, the other Loan Documents or otherwise and to which Xxxxxxx is party, and the consummation of the transactions contemplated thereby, have been duly approved by the respective boards of directors of Xxxxxxx and Energizer and, if necessary, the shareholders of Xxxxxxx, and such approvals have not been rescinded. No other action or proceedings on the part of Xxxxxxx or Energizer are necessary to consummate such transactions. (C) Each of the Transaction Documents to which Xxxxxxx is a party has been duly executed, delivered or filed, as the case may be, by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (whether enforcement is sought by proceedings in equity or at law)), is in full force and effect and no material term or condition thereof has been amended, modified or waived from the terms and conditions contained in the Transaction Documents delivered to the Administrative Agent pursuant to Section 5.1 without the prior written consent ----------- of the Required Lenders (or all of the Lenders if required by Section 9.3), and ----------- Xxxxxxx has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by Xxxxxxx on or before the Initial Funding Date, and no unmatured default, default or b...
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Authority of Xxxxxxx. Xxxxxxx shall have the sole authority, without the need for prior Manager approval and without any prior written notice, to sell the Xxxxxx Xxxxxxxxxx, in whole or in part, on behalf of the Company (a “Nikola Security Sale,” and such authority, the “Xxxxxxx Sale Authority”). At any time when the Xxxxxxx Sale Authority is in effect, Xxxxxxx shall have the sole and absolute discretion to determine (A) the timing of sale, (B) the number of securities to be sold, (C) the manner of sale (whether on a securities exchange or in a private transaction or otherwise), (D) the sales price (and other terms, if applicable), and (E) the selection of any underwriters, brokers, bankers or other intermediaries to be involved in such sale and the compensation to be paid to any such Persons. Xxxxxxx shall have the authority to execute and deliver on behalf of the Company any agreements and other documentation necessary or advisable to complete any such sale. Notwithstanding anything to the contrary in this Section 5.1, from and after the date of the First Amendment until the day after the third anniversary of the First Amendment or the earlier death or Total and Permanent Disability of Xxxxxx, the Company grants to Xxxxxx, other than in connection with a Nikola Security Sale, a proxy to vote the Xxxxxx Xxxxxxxxxx on behalf of the Company.
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Authority of Xxxxxxx. The Company hereby authorizes Xxxxxxx, subject to the other provisions of this Agreement, to do all acts and things as Xxxxxxx may in its discretion deem necessary or desirable to enable Xxxxxxx to provide the Services.
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Authority of Xxxxxxx. 36 6.3 No Conflict; Governmental Consents for Xxxxxxx 37 6.4 Organization; Corporate Powers of Energizer 38 6.5
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Authority of Xxxxxxx. The authority of the Xxxxxxx so designated shall be limited to the following duties and activities: a) The investigation and presentation of grievances in accordance with the provisions of this agreement; and, b) The transmission of messages and information which shall originate with and are authorized by the Union or its officers, provided the message and/or information has been reduced to writing or is of a routine nature and does not involve a refusal to perform work assignments.
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Related to Authority of Xxxxxxx

  • 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 Parties 5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another for any purpose or in any form whatsoever.

  • 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.

  • 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.

  • Legal Authority The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto.

  • 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.

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