Certain Powers Sample Clauses

Certain Powers. Without limiting the generality of and in -------------- accordance with Section 5.1 hereof, the Board of Control, on behalf of the Company, shall have the power and authority to: (a) acquire property from any person as the Board of Control may determine; (b) borrow money from any person on such terms as the Board of Control deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums (no debt shall be contracted or liability incurred by or on behalf of the Company except by the Board of Control or by agents or employees of the Company expressly authorized by the Board of Control to contract such debt or incur such liability); (c) purchase liability, directors and officers and fidelity and crime and other insurance to protect the Company's property and business; (d) dispose of the Company's real and personal properties, including, without limitation, selling, transferring, leasing or otherwise disposing of all or substantially all of the assets of the Company as part of a single transaction or plan; (e) invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (f) execute, acknowledge (as appropriate) and deliver on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company's property, assignments, bills of sale, leases, contracts, partnership agreements, operating agreements of other limited liability companies, and any other instruments or documents necessary, desirable or conducive in the opinion of the Board of Control to the business of the Company; (g) employ accountants, legal counsel, managing agents, investment bankers, appraisers or other persons to perform services for the Company and to compensate them from Company funds; (h) enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such forms as the Board of Control may approve; and (i) do and perform all other acts as the Board of Control deems necessary or appropriate to the conduct of the Company's business.
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Certain Powers. (a) During the period of the Grantor’s existence: (i) If Grantor requests, the Trustees shall transfer any trust assets to it in exchange for a transfer from it of assets of equivalent value. Grantor may make this request at any time. (ii) If Grantor requests, the Trustees shall lend to it any income or principal of the Trust as it may request without requiring it to provide security with respect to such loan. Grantor may demand such a loan at any time. Any such loan shall provide for Grantor to pay adequate interest (iii) Grantor may revoke this Trust in whole or in part at any time. (b) Grantor shall exercise the powers granted to it under this Article 2 solely in a nonfiduciary capacity, and the Trustees shall exchange assets with it on its request or shall lend to it any such income or principal of the Trust as it so requests without the consent of any “adverse party” (as defined in Section 672 of the Code). Moreover, no fiduciary duty imposed upon the Trustees or any other person may be asserted as a defense to Grantor’s exercise of the powers granted to it under this Article 2.
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Certain Powers. Stone Coast may act as administrator, fund accountant and/or transfer agent for any other Person on such terms as may be arranged with such Person and shall not be deemed to be affected with notice of or to be under any duty to disclose to any Client any fact or thing which may come to the knowledge of Stone Coast or any agent of Stone Coast in the course of so doing or in any manner whatever otherwise than in the course of carrying out the duties of administrator hereunder.
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Certain Powers. Except as otherwise expressly provided pursuant to Sections 7.7, 8.5, 9.1(b), 9.9, 10.2, 10.3 and 10.7 and Article 12 of this Agreement, the Managing Member shall have the exclusive right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the business of the Company consistent with Good Utility Practice and all other applicable laws. Except as expressly provided pursuant to Sections 7.7, 8.5, 9.1(b), 9.9, 10.2, 10.3 and 10.7 and Article 12 of this Agreement and, without limiting the generality of the foregoing, the Managing Member shall have full and complete power and authority, without the approval of any other Member: (a) to conduct any business that is not inconsistent with the Company’s purpose as set forth in Section 2.3 hereof or the provisions of Section 7.1(c) hereof, and to exercise any rights and powers, permitted of a limited liability company organized under the laws of the State of Delaware, in any state, territory, district or foreign country as the Managing Member deems necessary or advisable; (b) to acquire by purchase, lease or otherwise, and/or to otherwise own, hold, operate, finance, maintain, improve, lease, sell, convey, mortgage, transfer or dispose of any property or other assets that the Managing Member deems necessary or advisable; (c) to negotiate, enter into, perform, modify, extend, terminate, amend, waive, renegotiate and/or carry out any contract and agreements of any kind and nature, including without limitation, contracts and agreements with any Member or any agent of the Company, as the Managing Member deems necessary or advisable, but only in such a manner that is consistent with the provisions of this Agreement and the Standards of Conduct; (d) to lend money and to invest and reinvest its funds; (e) to sxx and be sued, complain and defend, and participate in administrative, judicial and other proceedings, in the name of, and on behalf of, the Company; (f) to pay, collect, compromise, arbitrate or otherwise adjust or settle any and all claims or demands of or against the Company, in such amounts and upon such terms and conditions as the Managing Member shall reasonably determine; (g) to, from time to time, employ, engage, hire or otherwise secure the services of such Persons, including any Member, as the Managing Member may deem necessary or ...
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Certain Powers. The Lender shall have power at any time after the security created by this Memorandum of Charge shall have become enforceable either in its own name or in the name of the Chargor and without notice to the Chargor or any other person :-
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Certain Powers. Without limiting the generality of Section 3.1, the Genesis General Partner and Management shall have the right, power and authority, for or on behalf of the Company, and on such terms and pursuant to such documentation as the Genesis General Partner and Management determines, to: (a) acquire Assets and thereafter make any and all decisions or determinations in connection with such Assets, or the owning, holding, monitoring, managing, operating, leasing, renovating, improving, developing, redeveloping, financing, refinancing, pledging, hedging, insuring, restructuring, selling, valuing, winding up, liquidating, or otherwise disposing of such Assets, in each case, on such terms and pursuant to such documents as the Genesis General Partner and Management determines; (b) borrow money for the Company or any Subsidiary from banks, lending institutions or other third parties, the Stockholders, or Affiliates of the Stockholders on such terms and pursuant to such documentation as the Genesis General Partner and Management determines, and in connection therewith, to pledge, hypothecate, encumber or grant security interests in the Assets of the Company or any Subsidiary to secure repayment of the borrowed sums (it being acknowledged and agreed to by the Stockholders that no debt shall be contracted or liability incurred by or on behalf of the Company except by the Management, or by agents or employees of the Company expressly authorized by the Genesis General Partner and Management to contract such debt or incur such liability); (c) pay or incur Organizational Expenses or Company Expenses, including, without limitation to purchase and maintain liability and other insurance to protect the Company, the Stockholders, or their respective assets, including in respect of any liabilities for which the Genesis General Partner and Management or any other Indemnified Party would otherwise be entitled to indemnification under this Agreement; (d) open (and subsequently close) bank accounts in the name of the Company or any Subsidiary, with signature authority over such accounts to be vested in such Person(s) as the Genesis General Partner and Management shall determine; (e) acquire, hold and dispose of any Company or Subsidiary real and/or personal properties, including, without limitation, selling or otherwise disposing of all or substantially all of the assets of the Company or a Subsidiary as part of a single transaction or plan; (f) invest any Company funds (by way of examp...
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Related to Certain Powers

  • Statutory Powers For the purposes of all powers implied by statute the Secured Obligations shall be deemed to have become due and payable on the date of this Assignment.

  • General Powers The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

  • Ownership Powers To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;

  • Restrictions on Owners' Power The Owners shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Issuer as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

  • Additional Powers The Trustees shall have the power and authority on behalf of the Trust: (i) to employ, engage or contract with, or make payments to, such Persons as the Trustees may deem desirable for the transaction of the business of the Trust or any Series thereof, including, without limitation, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member, whether as agents or independent contractors of the Trust or any Series thereof, or as delegates of the Trustees, officers, or any other Person who may be involved with the management of the business affairs of the Trust or any Series thereof, to have such titles, and such rights, powers and duties as the Trustees may determine from time to time, to terminate any such employment, engagement or contract or other relationship, and to delegate to any such Person the supervision of any other Person that has been so employed, engaged or contracted with; (ii) to authorize the Trust to enter into joint ventures, partnerships and any other combinations or associations; (iii) to elect and remove such officers as they consider appropriate, including, without limitation, a president and a secretary; (iv) to authorize the Trust to indemnify any Person with whom the Trust has dealings, including, without limitation, any service provider employed pursuant to Article VII hereof, to such extent as the Trustees shall determine; (v) to authorize the Trust to purchase, and pay for out of Trust Property, (A) insurance policies insuring the Shareholders, Trustees, officers, employees and any other Persons, including, without limitation, any service provider employed pursuant to Article VII hereof, against any or all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity whether or not the Trust would have the power to indemnify such Person against such liability, (B) insurance for the protection of Trust Property, (C) insurance as may be required by applicable law, or (D) such other insurance as the Trustees shall deem advisable, in each case as the Trustees shall determine; (vi) to authorize the Trust to establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any Trustees, officers, employees and agents of the Trust; (vii) to authorize the Trust to guarantee indebtedness or contractual obligations of others; (viii) to determine and change the fiscal year of the Trust or any Series and the method by which its accounts shall be kept; (ix) to adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust; and (x) to engage in any other lawful act or activity in connection with or incidental to any of the powers enumerated in this Declaration, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

  • Police Powers The Grantee agrees to comply with the terms of any lawfully adopted generally applicable local ordinance necessary to the safety, health, and welfare of the public, to the extent that the provisions of the ordinance do not have the effect of limiting the benefits or expanding the obligations of the Grantee that are granted by this Franchise. This Franchise is a contract and except as to those changes which are the result of the Grantor’s lawful exercise of its general police power, the Grantor may not take any unilateral action which materially changes the mutual promises in this contract.

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

  • Trustee Powers As an extension and not a limitation of all common law and statutory authority, and except where in conflict with any other provision in the Trust, the Trustee shall have the following powers and authority: To accept and receive property, real or personal, from the Grantor, from the Grantor’s estate or from any other estate, trust or person, and to hold the same as a part of the Trust. To collect income, interest, dividends, rents and profits. To retain any part or all of the property, real or personal, received to be held in trust hereunder in the form of investments, and to invest and reinvest the property of the Trust in any investments as the Trustee may deem proper without regard for the principles of diversification or whether any form of investment would ordinarily be considered as suitable for a trustee to make or hold; and to retain any real estate or tangible personal property received to be held in trust hereunder and/or to acquire any real property and/or tangible personal property, permitting the Beneficiaries to make such use thereof as is advisable and commensurate with their beneficial interests, and to make repairs and improvements and pay taxes, insurance premiums and other charges with respect thereto as the Trustee may deem advisable. To sell any real or personal property of the Trust at public or private sale for cash or on credit or to exchange the same on terms as the Trustee may deem advisable; to lease any real or personal property of the Trust at times and on terms as the Trustee may deem advisable, whether or not the lease may extend beyond the term of any trust. To borrow for the purposes of the Trust and to mortgage or pledge any real estate or personal property as security for any such loans. To foreclose by entry or otherwise, extend, assign or give partial releases of any mortgages, to discharge mortgages or liens on real or personal property. To sign, seal, execute and deliver all proper and necessary conveyances and instruments for the purposes of the Trust. To grant options for the sale or exchange of any property. To vote in person or by proxy upon all stocks or other securities held and to exercise all conversion, subscription, voting and other rights of whatever nature pertaining to the property of the Trust and to pay any sums as may be deemed advisable in connection therewith; and to exercise stock options. To participate in any plan of reorganization, consolidation or merger, to deposit any property of the Trust under any such plan or with any protective or reorganization committee, to delegate to such committee discretionary power with respect thereto, to pay a proportionate part of the expenses of the committee and any assessments levied under any plan and to accept and retain new securities received in pursuance of any plan. To hold securities or any real or other personal property in the name of a nominee or nominees, or in any other form. To employ legal counsel, investment counsel and agents, to decide whether or not to act upon their recommendations and to pay to them reasonable compensation from the Trust Estate. To take any proceedings at law or in equity with reference to or in any matter concerning the Trust and to represent the interests of the Trust in any proceedings, with power to compromise or refer to arbitration any dispute in any way affecting the same. To take steps and to do any acts which may be deemed necessary or proper for the due care and management of the Trust. To value all property to be divided or distributed at then current fair market values, and, in the Trustee’s discretion, to convert all or any part of such property into money and to make division or distribution thereof in kind or in money To refuse to accept property as a trust asset if such property could result in liability to the Trust or otherwise impair the value of any Trust Estate. To place any portion or all of the trust funds in any custodial or agency account or other similar account administered by a banking institution or trust company and to rely upon their investment decisions, such not constituting an unauthorized delegation of the Trustee’s duties; provided that this paragraph shall not be applicable if the Trustee is a corporate Trustee. To have dealings between or among separate trusts or trust shares hereunder, including the purchase, sale or exchange of assets, or the borrowing or lending of money, on such reasonable terms as may be appropriate in the circumstances. To open and maintain checking or savings accounts in any bank or banks and to designate any one or more persons to execute checks or make withdrawals therefrom. To make loans to any person or persons upon such reasonable terms as the Trustee may determine, provided that no loan shall be made to any person who is also serving as a Trustee hereunder.

  • INVESTMENT POWERS Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (Choose (a) or (b)) [ ] (a) May not exceed 10% of Plan assets. [X] (b) May not exceed 100% of Plan assets. [Note: The percentage may not exceed 100%.]

  • Specific Powers The Member is authorized on the Company’s behalf to make all decisions as to (i) the sale, lease or other disposition of the Company’s assets; (ii) the purchase or other acquisition of other assets of all kinds; (iii) the management of all or any part of the Company’s assets and business; (iv) the borrowing of money and the granting of security interests in the Company’s assets (including loans from the Member); (v) the repayment, refinancing or extension of any mortgage affecting the Company’s assets; (vi) the compromise or release of any of the Company’s claims or debts; (vii) the payment of pensions and the establishment of pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for the Member and the Company’s employees; (viii) the making of donations to the public welfare or for religious, charitable, scientific, literary or education purposes; (ix) the purchase of insurance on the life of any employee of the Member or the Company; (x) the participation in partnerships, joint ventures or other associations of any kind with any Person or Persons; and (xi) the making of all elections available to the Company under any federal or state tax law or regulations.