Authority to Enter Into and Execute Documents Sample Clauses

Authority to Enter Into and Execute Documents. (a) The Issuer hereby authorizes and directs the Issuer Loan Trustee to enter into, execute and deliver any and all agreements, documents or certificates as the Issuer may request in writing from time to time which may be required in connection with performing its duties and obligations with respect to Loans under this Trust Agreement, the Sale and Servicing Agreement, the Indenture, the Back-up Servicing Agreement or any other Transaction Document or otherwise to give effect to the transactions contemplated hereby and thereby. The Issuer hereby authorizes and directs the Issuer Loan Trustee to execute and deliver the Sale and Servicing Agreement, the Indenture and the Back-up Servicing Agreement. (b) The Issuer Loan Trustee hereby authorizes the Issuer to enter into, execute, deliver and perform any and all agreements, documents or certificates as the Issuer Loan Trustee may be requested or required to undertake in connection with performing its duties and obligations with respect to the Loans under any Transaction Document, including but not limited to the execution of each Additional Loan Assignment pursuant to the Sale and Servicing Agreement. In connection with the enforcement of any rights of the Issuer Loan Trustee with respect to any Loan, the Issuer Loan Trustee has granted the Servicer a power of attorney pursuant to Section 6.09 of the Sale and Servicing Agreement, pursuant to which the Servicer will take action on behalf of the Issuer Loan Trustee in connection with the enforcement of such rights.
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Authority to Enter Into and Execute Documents. (a) The Issuer hereby authorizes and directs the Eligible Lender Trustee to enter into, execute and deliver any and all agreements, documents and certificates which may be required in connection with performing its duties and obligations with respect to the Financed Student Loans under this Agreement including, without limitation, the Trust Agreement, the Transfer Agreement and the Indenture. (b) The Issuer hereby authorizes and directs the Eligible Lender Trustee to enter into, execute and deliver, from time to time as the Issuer may request, any and all agreements, documents or certificates which may be required in connection with the Trust Agreement, including, without limitation, the Transaction Documents, Servicing Agreements or Federal Loan Program Documents, with respect to the Financed Student Loans held on behalf of the Issuer under this Agreement.
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Authority to Enter Into and Execute Documents. (a) The Issuer hereby authorizes and directs the Eligible Lender Trustee to enter into, execute and deliver any and all agreements, documents and certificates which may be required in connection with performing its duties and obligations with respect to Financed Student Loans under this Agreement. (b) The Issuer hereby authorizes and directs the Eligible Lender Trustee to enter into, execute and deliver, from time to time as the Issuer may request, any and all agreements, documents or certificates which may be required in connection with the Trust Agreement, including without limitation Transaction Documents, Servicing Agreements or Federal Loan Program Documents, with respect to the Financed Student Loans held on behalf of the Issuer under this Agreement.
Sample 1
Authority to Enter Into and Execute Documents. (a) The Co-owner Trustee hereby authorizes and directs the Eligible Lender Trustee to enter into, execute and deliver any and all agreements, documents and certificates which may be required in connection with performing its duties and obligations with respect to Financed Student Loans under this Agreement. (b) The Co-owner Trustee hereby authorizes and directs the Eligible Lender Trustee to enter into, execute and deliver, from time to time as the Co-owner Trustee may request, any and all agreements, documents or certificates which may be required in connection with the Trust Agreement, including without limitation Transaction Documents, Servicing Agreements or Federal Loan Program Documents, with respect to the Financed Student Loans held on behalf of the Co- owner Trustee under this Agreement.
Sample 1

Related to Authority to Enter Into and Execute Documents

  • AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

  • Authority to Execute Agreement Each of the Parties represents and warrants that its undersigned representative has been expressly authorized to execute this Agreement for and on behalf of such Party.

  • Execute Loan Documents Execute any loan documents any Lender requires.

  • Authorization to Execute other Loan Documents Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents (including, without limitation, the Collateral Documents and any subordination agreements) other than this Agreement.

  • Authority to Enter Agreement Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

  • Authority to Enter into Agreement Each Party represents and warrants that it has the right, power, and authority to enter into this Agreement, to become a Party hereto and to perform its obligations hereunder. This Agreement is a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

  • Acknowledgments and Affirmations a. Employee affirms that Employee has complied with all laws and regulations applicable to FFB’s operations. b. Employee affirms that Employee has not filed, caused to be filed, or presently is not a party to any claim against FFB. c. Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled. d. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. e. Employee affirms that Employee has no known workplace injuries or occupational diseases. f. Employee affirms that Employee has not divulged any of FFB’s Confidential Information (as defined in the Employment Agreement) and will continue to maintain the confidentiality of such information consistent with statute or common law, FFB’s policies and/or Employee’s agreement(s) with FFB. g. Employee affirms that he has not violated and will continue to comply with the non-competition, non-solicitation and non-disparagement covenants set forth in the Employment Agreement. h. Employee affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by FFB or its officers, including any allegations of corporate fraud. i. Employee affirms that all of FFB’s decisions regarding Employee’s pay and benefits through the date of Employee’s Severance Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. j. Employee affirms that any stock options granted to Employee under any FFB option program that have not vested by Employee’s Severance Date shall be considered lapsed, and be forever unexercisable by Employee unless otherwise provided by the terms of the applicable plan document for those options. At Employee’s Severance Date, any vested stock options will be treated in accordance with the terms of the applicable plan document for those options.

  • Other Agreements of the Parties (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. (b) Certificates evidencing the Securities will contain the following legend, until such time as they are not required under Section 4.1(c): [NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. (c) Certificates evidencing the Shares, Warrant Shares and Additional Investment Rights Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) following a sale of such Securities pursuant to an effective registration statement (including the Registration Statement), or (ii) following a sale of such Shares, Warrant Shares or Additional Investment Rights Shares pursuant to Rule 144, or (iii) while such Shares, Warrant Shares or Additional Investment Rights Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). Following such time as restrictive legends are not required to be placed on certificates representing Shares, Warrant Shares or Additional Investment Rights Shares, the Company will, no later than three Trading Days following the delivery by an Investor to the Company or the Company's transfer agent of a certificate representing Shares, Warrant Shares or Additional Investment Rights Shares containing a restrictive legend, deliver or cause to be delivered to such Investor a certificate representing such Shares, Warrant Shares or Additional Investment Rights Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • ACKNOWLEDGMENT & BINDING CORPORATE AUTHORITY 2 By submitting this proposal, the individual(s) submitting on behalf of the Vendor certify that they are authorized by Vendor to complete and submit this proposal on behalf of Vendor and that this proposal was duly submitted on behalf of Vendor by authority of its governing body, if any, and within the scope of its corporate powers. Vendor further certifies that it has read, examined, and understands all portions of this solicitation including but not limited to all attribute questions, attachments, solicitation documents, bid notes, and the Vendor Agreement(s). Vendor certifies that, if necessary, Vendor has consulted with counsel in understanding all portions of this solicitation.

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