Capacity and Authority to Act Sample Clauses

Capacity and Authority to Act. You and your officers, employees and agents are not authorized to make any representations concerning the Trust or the Shares to Customers or prospective Customers, excepting only accurate communication of factual information contained in the then-current prospectus and statement of additional information or such other communications as may be expressly authorized by the Trust. In performing your services under this Agreement, you shall act as agent for the Customer and shall have no authority to act as agent for the Trust. Upon request by the Trust, you shall provide the Trust with copies of any materials which are generally circulated by you to your Customers or prospective Customers.
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Capacity and Authority to Act. The Agent and its officers, employees and agents are not authorized to make any representations concerning the Trust or the Shares to Customers or prospective Customers, excepting only accurate communication of factual information contained in the then-current Prospectus and SAI offering Shares of the relevant Fund or such other communications as may be expressly authorized by the Trust. In performing its services under this Agreement, the Agent shall act as agent for the Customer and shall have no authority to act as agent for the Trust. Upon request by the Trust, the Agent shall provide the Trust with copies of any materials which are generally circulated by the Agent to its Customers or prospective Customers. The Agent and its officers and employees shall be available during normal business hours to consult with the Trust and the Trust's other service providers concerning the performance of the Agent's responsibilities under this Agreement.
Sample 1Sample 2Sample 3See All (8)
Capacity and Authority to Act. You and your officers, employees and agents are not authorized to make any representations concerning the Fund or the Shares to Customers or prospective Customers, excepting only accurate communication of factual information contained in the then-current prospectus and statement of additional information or such other communications as may be expressly authorized by the Fund. In performing your services under this Agreement, you shall act as agent for the Customer and shall have no authority to act as agent for the Fund. Upon request by the Fund, you shall provide the Fund with copies of any materials which are generally circulated by you to your Customers or prospective Customers.
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Capacity and Authority to Act. You and your officers, employees and agents are not authorized to make any representations concerning Tamarack or the Shares to Customers or prospective Customers, excepting only accurate communication of factual information contained in the then-current prospectus and statement of additional information or such other communications as may be expressly authorized by Tamarack. In performing your services under this Agreement, you shall act as agent for the Customer and shall have no authority to act as agent for Tamarack. Upon request by Tamarack, you shall provide Tamarack with copies of any materials which are generally circulated by you to your Customers or prospective Customers.
Sample 1Sample 2
Capacity and Authority to Act. The Agent and its officers, employees and agents are not authorized to make any representations concerning the Trust or the Shares to Customers or prospective Customers, excepting only accurate communication of factual information contained in the then-current Prospectus and Statement of Additional Information offering Shares of the relevant Fund or such other communications as may be expressly authorized by RFD. In performing its services under this Agreement, the Agent shall act as agent for the Customer and shall have no authority to act as agent for RFD or the Trust. Upon request by RFD, the Agent shall provide RFD with copies of any materials which are generally circulated by the Agent to its Customers or prospective Customers. The Agent and its officers and employees shall be available during normal business hours to consult with RFD and the Trust's other service providers concerning the performance of the Agent's responsibilities under this Agreement.
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Capacity and Authority to Act. The Private Placement Agent and its officers, employees and agents are not authorized to make any representations concerning the Trust or the Shares to investors or prospective investors, excepting only accurate communication of factual information contained in the then-current Confidential Offering Circular or such other communications as may be expressly authorized by the Trust. In performing the services under this Agreement, the Private Placement Agent shall act as an agent for the Trust. Upon request by the Trust, the Private Placement Agent shall provide the Trust with copies of any materials which are generally circulated by it to or prospective investors in the Trust.
Sample 1
Capacity and Authority to Act. You and your officers, employees and agents are not authorized to make any representations concerning the Fund or the Shares to Shareholders or prospective Shareholders, excepting only accurate communication of factual information contained in the then-current prospectus and statement of additional information or such other communications as may be expressly authorized by the Fund. In performing your services under this Agreement, you shall act as agent for the Shareholder and shall have no authority to act as agent for the Fund. Upon request by the Fund, you shall provide the Fund with copies of any materials which are generally circulated by you to your Shareholders or prospective Shareholders.
Sample 1
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Capacity and Authority to Act. The Agent and its officers, employees and agents are not authorized to make any representations concerning the Distributor, the SSgA Funds, the Funds or the Shares to Customers or prospective Customers, other than accurate communication of factual information contained in the then-current Prospectus and SAI offering Shares of the relevant Fund or such other communications as may be expressly authorized by the Distributor. In performing its services under this Agreement, the Agent shall have no authority to act as agent for the Distributor or the SSgA Funds other than as expressly set forth in this Agreement. Upon reasonable request by the Distributor, and subject to reasonable confidentiality requirements of Agent, the Agent shall make available to the Distributor copies of materials which are generally circulated by the Agent to its Customers or prospective Customers. The Agent shall be available upon reasonable advance notice during normal business hours to consult with the Distributor and the SSgA Funds' other service providers concerning the performance of the Agent's responsibilities under this Agreement.
Sample 1

Related to Capacity and Authority to Act

  • Capacity and Authority The Transferee has the capacity and authority necessary to execute and deliver this Agreement and perform its obligations hereunder.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Purpose and Authority The parties to this agreement are the Department of Homeland Security (DHS) and the (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • Incorporation and Authority (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

  • Appointment and Authority (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Status and Authority (i) The Borrower is a non-profit corporation duly organized, existing and in good standing under the laws of North Carolina, (ii) its articles of incorporation and any certificates of assumed or business name have been delivered to the City and are in full force and effect and have not been amended or changed, (iii) no proceeding is pending, planned or threatened for the dissolution, termination or annulment of it, (iv) all articles of incorporation and of assumed or business name required to be filed have been duly filed and it has complied with all other conditions prerequisite to its doing business in North Carolina, (v) it has the power, authority and legal right to carry on the business now being conducted by it and to engage in transactions contemplated by the Loan Documents, and (vi) all necessary corporate actions of it have been duly taken.

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