Authorization and Scope Sample Clauses

Authorization and Scope. A member control agreement relating to any phase or aspect of the business and affairs of a limited liability company is valid as provided in subdivision 2 and enforceable as provided in subdivision 3. A member control agreement valid under subdivision 2 may relate to, without limitation, the management of the limited liability company's business, the declaration and payment of distributions, the sharing of profits and losses, the election of governors or managers, the employment of members and others by the limited liability company, the relations among members and persons who have signed contribution agreements (including the termination of continued membership), the dissolution, termination, and liquidation of the limited liability company (including the continuation of the limited liability company's business through a successor organization or individual), and the arbitration of disputes. Wherever this chapter provides that a particular result may or must be obtained through a provision in the articles of organization (other than a provision required by section 322B.115, subdivision 1, to be contained in the articles), in the bylaws, or by an act of the board, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section. A member control agreement may allocate to the members authority ordinarily exercised by the board of governors, allocate to the board of governors authority ordinarily exercised by the members, or structure the governance of the limited liability company in any agreed fashion and may waive, in whole or in part, a member's dissenting rights under sections 322B.383 and 322B.386.
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Authorization and Scope. 1.1 Lenovo hereby authorizes Reseller to market and sell Lenovo Products and Services within Canada (“Territory”) to End Users in accordance with the terms of this Agreement. Reseller may not market or sell Products or Services, directly or indirectly, to End Users outside the Territory. 1.2 A Product or Service becomes subject to this Agreement when Reseller places an order with a Lenovo Distributor.
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Authorization and Scope. 1.1 Lenovo hereby authorizes Reseller to market and sell Lenovo Products and Services within the United States and Puerto Rico (“Territory”) to End Users in accordance with the terms of this Agreement. Reseller may not market or sell Products or Services, directly or indirectly, to End Users outside the Territory. 1.2 A Product or Service becomes subject to this Agreement when Reseller places an order with a Lenovo Distributor.
Sample 1Sample 2
Authorization and Scope. 1.1. Lenovo hereby authorizes Reseller to market and sell Lenovo Products and Services within the Territory specified in Attachment A to End Users in accordance with the terms of this Agreement. Reseller may not market or sell Products or Services, directly or indirectly, to End Users outside the Territory. 1.2. A Product or Service becomes subject to this Agreement when Reseller places an order with a Lenovo Distributor; or when Lenovo accepts Reseller’s order in writing; ships the Product; or makes the software Product or Service available to Reseller. Confirmation of Lenovo’s receipt of a Reseller order does not constitute Lenovo’s acceptance of the order.
Sample 1
Authorization and Scope. 1.1 This Attachment authorizes Reseller to purchase Products and Services directly from Lenovo as sold on the Datto Commerce marketplace website for Reseller to resell to End Customers in the Canada (“Territory”). This Attachment does not authorize any other direct sales from Lenovo. 1.2 A Product or Service becomes subject to this Attachment when Xxxxxx accepts Xxxxxxxx’s order in writing; ships the Product; or makes the software Program or Service available to Reseller. Confirmation of Xxxxxx’s receipt of a Reseller order does not constitute Lenovo’s acceptance of the order.
Sample 1
Authorization and Scope. 1.1 Stoneware hereby authorizes Reseller to market Stoneware Products and Services within the United States (“Territory”) to End Users and to place orders with Distributors for End Users located in the Territory in accordance with the terms of this Agreement. Reseller may not market Products or Services, directly or indirectly, to End Users outside the Territory. 1.2 For the sake of clarity, this Agreement does not authorize Reseller to purchase the Product, either for itself or for the End User(s). Ownership of the Product remains at all times with Stoneware. Stoneware software Products are licensed, not sold.. Reseller shall advise its End User Customers that Reseller is authorized only to distribute Stoneware Product licenses and/or market Services, and therefore the Stoneware Product itself has not been sold. The applicable End User license(s) for Product(s) purchased by an End User will be granted to the End User by Stoneware pursuant to terms of a separate agreement between the End User and Stoneware. 1.3 A Product or Service becomes subject to this Agreement when Reseller places an order with a Stoneware Distributor.
Sample 1
Authorization and Scope. 1.1 Stoneware hereby authorizes Reseller to market Stoneware Products and Services within the United States (“Territory”) to End Users in accordance with the terms of this Agreement. Reseller may not market Products or Services, directly or indirectly, to End Users outside the Territory. 1.2 Stoneware software is licensed, not sold. The Agreement is not to be interpreted or construed as an agreement between Stoneware and Reseller for the sale of Stoneware Products. Reseller shall advise its End User Customers that Reseller is authorized to distribute Stoneware Product licenses and the Stoneware Product has not been sold. 1.3 A Product or Service becomes subject to this Agreement when Reseller places an order with a Stoneware Distributor.
Sample 1
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Related to Authorization and Scope

  • Power, Authorization and Validity (a) Company has the right, power and authority to enter into and perform its obligations under this Agreement and all Company Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • Authorization and Validity This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

  • Authorization and Execution The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Authorization and Consent The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Authorization and Validity of Agreements The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms.

  • Authorization and Validity of Agreement The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

  • Authorization and Application of Overtime An employee who is required to work overtime shall be entitled to overtime compensation when the overtime worked is authorized in advance.

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

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