Common use of Directors as Agents Clause in Contracts

Directors as Agents. (i) The members of the Board of Directors will be agents of the Company for the purpose of its business, and the acts of the Board of Directors, including the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business of the Company, will bind the Company, unless (A) the Director acting has in fact no authority to act for the Company in the particular matter and (B) the person with whom any Director is dealing has knowledge of the fact that such Director has no such authority. An act of the Board of Directors that is not apparently for the carrying on of the business of the Company in the usual way will not bind the Company unless authorized in fact by the Company in the particular matter. No act of a Director or other agent of the Company in contravention of a restriction on authority will bind the Company to persons having knowledge of such restriction.

Directors as Agents. (ia) The members of the Board of Directors will shall be agents of the Company for the purpose of its business, and the acts of the Board of Directors, including that the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business of the Company, will shall bind the Company, unless (Ai) the Director acting has in fact no authority to act for the Company in the particular matter and (Bii) the person with whom any Director is dealing has knowledge of the fact that such Director has no such authority. An act of the Board of Directors that is not apparently for the carrying on of the business of the Company in the usual way will shall not bind the Company unless authorized in fact by the Company in the particular matter. No act of a Director or other agent of the Company in contravention of a restriction on authority will shall bind the Company to persons having knowledge of such restriction.

Directors as Agents. (i) The members of the Board of Directors will shall be agents of the Company for the purpose of its business, and the acts of the Board of Directors, including the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business of the Company, will shall bind the Company, unless (Ai) the Director acting has in fact no authority to act for the Company in the particular matter and (Bii) the person with whom any Director is dealing has knowledge of the fact that such Director has no such authority. An act of the Board of Directors that is not apparently for the carrying on of the business of the Company in the usual way will shall not bind the Company unless authorized in fact by the Company in the particular matter. No act of a Director or other agent of the Company in contravention of a restriction on authority will shall bind the Company to persons having knowledge of such restriction.