AUTHORIZES AND DIRECTS Clause Samples
The "Authorizes and Directs" clause serves to formally grant authority to a person or entity to take specific actions and simultaneously instructs them to do so. In practice, this clause is often used in corporate resolutions or contracts to empower officers, agents, or representatives to execute documents, enter into agreements, or perform tasks on behalf of the organization. By clearly specifying both the permission and the obligation, this clause ensures that the designated party has the legal backing to act and that there is no ambiguity about their responsibility, thereby facilitating efficient execution of decisions and reducing the risk of unauthorized or overlooked actions.
AUTHORIZES AND DIRECTS the Monitor to hold the Deposit, nunc pro tunc, and to apply, disburse and/or deliver the Deposit or the applicable portions thereof in accordance with the provisions of the Purchase Agreement and this Order.
AUTHORIZES AND DIRECTS the Monitor, as soon as practicable after Closing, to remit (i) to the applicable counterparty(ies) to each Assigned Contract, the Cure Costs received by the Monitor from the Purchaser on Closing, and (ii) to the Vendors for remittance to the applicable taxing authorities in accordance with Applicable Law, the GST/HST and QST (if any is payable) received by the Monitor from the Purchaser on Closing, in the case of clause (i), in the amounts and to the persons as directed by the Purchaser and Vendor in writing to the Monitor on Closing. [24] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the balance of the Proceeds remaining following deduction for the Cure Costs and GST/HST and QST (if any is payable) that are remitted by the Monitor pursuant to Paragraph 23 of this Order (the “Net Proceeds”) shall stand in the place and stead of the Purchased Assets, and that upon the issuance of the Certificate, all Encumbrances except for the Permitted Encumbrances shall attach to the Net Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the Closing, as if the Purchased Assets had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the Closing. [25] ORDERS that, following the issuance of the Certificate, the Purchaser shall have no recourse or claim of any kind against the Net Proceeds.
AUTHORIZES AND DIRECTS the Monitor, as soon as practicable after Closing, to remit to the applicable taxing authorities in accordance with Applicable Law, the Transfer Taxes (if any are payable) received by the Monitor from the Purchaser on Closing as set out in the Conditions Certificates, at the direction of, and on behalf of the Vendors. [19] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the balance of the Proceeds remaining following deduction for the Transfer Taxes (if any are payable) that are remitted by the Monitor pursuant to Paragraph 18 of this Order (the “Net Proceeds”) shall stand in the place and stead of the Purchased Assets, and that upon the issuance of the Certificate, all Encumbrances shall attach to the Net Proceeds with the same priority as they had with respect to the Purchased Assets immediately prior to the Closing, as if the Purchased Assets had not been sold and remained in the possession or control of the Person having that possession or control immediately prior to the Closing. [20] ORDERS that, following the issuance of the Certificate, the Purchaser shall have no recourse or claim of any kind against the Net Proceeds.
AUTHORIZES AND DIRECTS the Monitor to receive and hold the Cash Purchase Price and to remit the Cash Purchase Price in accordance with the provisions of this Order.
AUTHORIZES AND DIRECTS the Monitor to hold the Deposit, nunc pro tunc, and to apply, disburse and/or deliver the Deposit or the applicable portions thereof in accordance with the provisions of the Purchase Agreement. [11] ORDERS AND DECLARES that the Expense Reimbursement is hereby approved and CQIM is hereby authorized and directed to pay the Expense Reimbursement if and when payable in accordance with the provisions of the Purchase Agreement.
AUTHORIZES AND DIRECTS the Monitor to receive and hold the Purchase Price and to remit the Purchase Price in accordance with the provisions of this Order. [17] ORDERS that any amounts payable to the Vendors in accordance with the Purchase Agreement (the “Proceeds”) shall be remitted to the Monitor and shall, subject to the provisions of this Order, be held by the Monitor on behalf of the Vendors pending further order of the Court.
AUTHORIZES AND DIRECTS the Monitor to hold the Purchase Price Funds delivered in escrow, nunc pro tunc, and to apply, disburse and/or deliver the Purchase Price Funds or the applicable portions thereof in accordance with the provisions of the Share Purchase Agreement and this Order. [10] AUTHORIZES AND DIRECTS the Monitor’s Counsel to hold the Sellers Deliverables, Purchaser Deliverables and Monitor Deliverables, delivered to it in escrow, nunc pro tunc, and to release from escrow or to remove from escrow and destroy such Sellers Deliverables, Purchaser Deliverables and Monitor Deliverables or any portion thereof, all in accordance with the provisions of the Share Purchase Agreement.