Authorization of Action. Each Purchaser hereby appoints and authorizes CAMOFI Master LDC (the “Agent”) to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Purchasers (i) under the Security Documents to the extent specifically provided therein and on the terms thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by the Security Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Purchasers, and any action so taken or not so taken by the Agent shall be binding upon all Purchasers; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses or which is contrary to this Agreement or applicable law.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Knobias, Inc.), Securities Purchase Agreement (Shea Development Corp.), Securities Purchase Agreement (United Benefits & Pension Services, Inc.)
Authorization of Action. Each Purchaser Lender hereby irrevocably appoints and authorizes CAMOFI Master LDC (the “Agent”) Administrative Agent to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Administrative Agent or under this Agreement and the Purchasers (i) under the Security Loan Documents to the extent specifically provided herein and therein and on the terms hereof and thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the Security Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected as against the Lenders in so acting or refraining from acting) upon the instructions of the PurchasersMajority Lenders, and any action so taken or not so taken by the Agent such instructions shall be binding upon all PurchasersLenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to liability in such capacity, which could result in the Administrative Agent incurring any costs and expenses or which is contrary to this Agreement or applicable lawApplicable Law.
Appears in 2 contracts
Samples: Revolving Term Credit Agreement (Celestica Inc), Revolving Term Credit Agreement (Celestica Inc)
Authorization of Action. Each Purchaser hereby appoints and authorizes CAMOFI Master LDC (the “Agent”) to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Purchasers (i) under the Security Transaction Documents to the extent specifically provided therein and on the terms thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by the Security Transaction Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Purchasers, and any action so taken or not so taken by the Agent shall be binding upon all Purchasers; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses or which is contrary to this Agreement or applicable law.
Appears in 2 contracts
Samples: Purchase Agreement (Marshall Holdings International, Inc.), Purchase Agreement (Neah Power Systems, Inc.)
Authorization of Action. Each Purchaser Investor hereby appoints and authorizes CAMOFI Master LDC Agile Opportunity Fund, LLC (the “Agent”) to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Purchasers Investors (i) under the Security Loan Documents to the extent specifically provided therein and on the terms thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by the Security Loan Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the PurchasersInvestors, and any action so taken or not so taken by the Agent shall be binding upon all Purchasersthe Investors; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses or which is contrary to this Agreement or applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neah Power Systems, Inc.)
Authorization of Action. Each Purchaser hereby appoints and authorizes CAMOFI Master LDC EPD Investment Co., LLC (the “Agent”) to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Purchasers Purchaser (i) under the Security Transaction Documents to the extent specifically provided therein and on the terms thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by the Security Transaction Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Purchasers, and any action so taken or not so taken by the Agent shall be binding upon all Purchasers; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses or which is contrary to this Agreement or applicable law.
Appears in 1 contract
Authorization of Action. Each Purchaser hereby appoints and authorizes CAMOFI Master LDC Professional Offshore Opportunity Fund Ltd. (the “Agent”) to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Purchasers (i) under the Security Transaction Documents to the extent specifically provided therein and on the terms thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by the Security Transaction Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Purchasers, and any action so taken or not so taken by the Agent shall be binding upon all Purchasers; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses or which is contrary to this Agreement or applicable law.
Appears in 1 contract
Authorization of Action. Each Purchaser hereby appoints and authorizes CAMOFI CAMHZN Master LDC (the “Agent”) to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Purchasers (i) under the Security Transaction Documents to the extent specifically provided therein and on the terms thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by the Security Transaction Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Purchasers, and any action so taken or not so taken by the Agent shall be binding upon all Purchasers; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses or which is contrary to this Agreement or applicable law.
Appears in 1 contract
Authorization of Action. Each Purchaser hereby irrevocably appoints and authorizes CAMOFI Master LDC (the “Agent”) to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Purchasers (i) under the Security Documents to the extent specifically provided therein and on the terms thereof, together with such rights, powers and discretions as are reasonably incidental thereto. As to any matters not expressly provided for by the Security Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Purchasers, and any action so taken or not so taken by the Agent shall be binding upon all Purchasers; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses or which is contrary to this Agreement or applicable law.
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