Authorized Officers. The execution of any certificate requirement hereunder by an Authorized Officer shall be considered to have been done solely in such Authorized Officer’s capacity as an officer of the applicable Credit Party (and not individually). Notwithstanding anything to the contrary set forth herein, the Secured Parties shall be entitled to rely and act on any certificate, notice or other document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Credit Party and shall have no duty to inquire as to the actual incumbency or authority of such Person.
Authorized Officers. The Warrant Agent shall be fully authorized and protected in relying upon written instructions received from any authorized officer of the Company and shall not be liable for any action taken, suffered or omitted to be taken by, the Warrant Agent in accordance with such advice or instructions.
Authorized Officers. Set forth on Schedule 1.01(c) are the Authorized Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02. Such Authorized Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, the Credit Agreement, the Notes and the other Loan Documents.
Authorized Officers. The manual or facsimile signature of any individual appearing on this Master Agreement, or any document or certificate issued pursuant to this Master Agreement, and which is designated as the signature of a Responsible Officer of any Person, shall constitute conclusive evidence that such individual is, in fact, authorized to execute such document, notwithstanding that such authorization may have lapsed prior to the effective date of such document.
Authorized Officers a. Specimen signatures of the officers of the Corporation authorized to sign the physical evidence of Securities, including any certificate (see Exhibit E) together with any applicable specimen certificates, shall be provided to the Transfer Agent to be used by it for the purpose of comparison. The Transfer Agent shall be protected and held harmless in recognizing and acting upon any signature, certificates or other document believed by it in good faith to be genuine. When any officer of the Corporation shall no longer be vested with the authority to sign evidence of Securities for the Corporation, a written notice thereof shall be given to the Transfer Agent and until receipt of such notice the Transfer Agent shall be fully protected and held harmless in recognizing and acting upon the evidence of Securities bearing the signature of such officer or any signature believed by it in good faith to be such genuine signature.
Authorized Officers. The Board of Managers may appoint authorized officers of the Company (“Authorized Officers”) who may, on behalf of the Company, execute agreements to which the Company is a party and any document or certificate to be delivered for them or under them. Any Authorized Officer will have the right and authority to perform duties the Board of Managers delegates to them. Each Authorized Officer will hold office for the term for which the Authorized Officer is appointed and until a successor is appointed and qualified or until the Authorized Officer’s death, resignation or removal. A Person may hold multiple offices. No Authorized Officer need be a Manager, the Member, a Delaware resident, or a United States citizen. The compensation, if any, of the Authorized Officers of the Company will be determined by the Board of Managers.
Authorized Officers. CCSI represents that each of CILAC's officers identified in Schedule D, attached hereto and incorporated herein by reference (hereinafter referred to as "Authorized Officers"), are authorized within the scope of the officers' authority as described in Schedule D, to: (i) coordinate communications with EquiTrust Life with respect to this Agreement; (ii) provide to EquiTrust Life written requests and instructions with respect to the services provided for herein; and (iii) clarify with EquiTrust Life the specific scope and timing of records maintained, reports prepared and other services performed by EquiTrust Life. CILAC's Vice President, Life/Health Operations is authorized to agree in writing with EquiTrust Life on changes in the compensation payable by COUNTRY to EquiTrust Life to reflect changes in the scope and timing of the services. If EquiTrust Life receives any letter or other writing from an Authorized Officer of COUNTRY authorizing an officer of COUNTRY to sign documents on behalf of COUNTRY, then such officer shall be considered an Authorized Officer for purposes of this Agreement and Schedule D shall be considered amended accordingly. COUNTRY may amend Schedule D from time to time by giving notice to EquiTrust Life of the amendment.
Authorized Officers. RLF1 28406131v.1
Authorized Officers. Xxxxx Xxx, Ph.D. President and Chief Executive Officer Xxxxxx X. Xxxx, Xx. Senior Vice President, Finance and Chief Financial Officer Schedule 6.1(b) Indebtedness None. EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit Agreement, dated as of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Borrower shall designate, in writing to the Administrative Agent, one or more other accounts: Bank Name: [ ] ABA Routing Number: [ ] Account Number: [ ] [TO BE COMPLETED BY BORROWER] Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. IMPAX LABORATORIES, INC., a Delaware corporation By: Name: Title: EXHIBIT 1.1(b) [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each]...
Authorized Officers. For Purposes of this Agreement the term Authorized Officers shall mean the Chairman, Vice Chairman and Chief Executive Officer, any Vice President, the Secretary or any Assistant Secretary of the Member.
