ENABLING RESOLUTIONS Sample Clauses

ENABLING RESOLUTIONS. The Underwriter shall have received copies of resolutions of the Board of Directors of the Cooperative authorizing the execution, delivery and performance by the Cooperative of this Agreement, certified by the Secretary or an Assistant Secretary or other authorized officer of the Cooperative (which certificate, dated the Closing Date, shall state that such resolutions are in full force and effect on the Closing Date and have not been amended or supplemented in any manner). This certificate may simply confirm as of the Closing Date the certificate described in Section 9(a)(i)(D) [Enabling Resolutions] if appropriate.
Sample 1
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ENABLING RESOLUTIONS. RESOLVED, that any officer of the Corporation is hereby authorized to take such further actions as any of them shall deem necessary or advisable in order to carry out and perform the purpose and intent of the foregoing resolutions. RESOLVED FURTHER, that any actions taken prior to the date of the foregoing resolutions by any officer of the Corporation that are within the authority conferred upon such officer, are hereby ratified, confirmed and approved as the acts and deeds of the Corporation. Reference is made to the attached Guaranty ("Agreement") dated the 2nd day of September, 2001 by Maxtor Corporation ("Guarantor") in favor of CIT Technologies Corporation ("CIT"). As an inducement for CIT to execute and deliver such Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby unconditionally and irrevocably consents to the jurisdiction of any court of record of the State of New Jersey, or of the United States District Court for the District of New Jersey, and the courts of any other appropriate jurisdiction as CIT may elect in any action or proceeding arising out of or relating to such Agreement. Guarantor hereby consents to the jurisdiction and Guarantor hereby accepts the jurisdiction of such courts, for the purpose of any such action or proceeding. Guarantor unconditionally and irrevocably consents to the service of process in any action or proceeding in said courts by CIT mailing such service of process by United States Registered or Certified Mail, postage prepaid, or by receipt courier to Guarantor at the address set forth below, or to such other address as the Guarantor provides to CIT in writing. If the Guarantor is a foreign government, or entity thereof, Guarantor hereby further unconditionally and irrevocably waives any immunity or claim for immunity from the jurisdiction of the courts of the United States or any State thereof which it may otherwise have. GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND THIS GUARANTY. Guarantor: Maxtor Corporation _________________________ _________________________ _________________________ Attention: ______________ Facsimile: ______________ MAXTOR CORPORATION By: ----------------------------------- Authorized Signature -------------------------------------- Print Name -------------------------------------- Title Accepted by CIT Technologies Corporat...
Sample 1
ENABLING RESOLUTIONS. RESOLVED, that any officer of the Corporation is hereby authorized to take such further actions as any of them shall deem necessary or advisable in order to carry out and perform the purpose and intent of the foregoing resolutions. RESOLVED FURTHER, that any actions taken prior to the date of the foregoing resolutions by any officer of the Corporation that are within the authority conferred upon such officer, are hereby ratified, confirmed and approved as the acts and deeds of the Corporation. MAXTOR RECEIVABLES CORPORATION UNANIMOUS WRITTEN CONSENT OF THE SOLE SHAREHOLDER IN LIEU OF SPECIAL MEETING The undersigned, being the sole shareholder of all of the outstanding shares of Maxtor Receivables Corporation, a California corporation (the "Corporation"), in accordance with Section 603 of the California Corporations Code and Section 2.12 of Article II of the Bylaws of the Corporation, hereby consents to the taking of the following actions and adoption of the following resolutions, and directs that this Consent be executed in lieu of and for the purposes of and with the same effects as a special meeting of the sole shareholder, and be filed with the Minutes of the meetings of the sole shareholder by the Secretary of the Corporation: AMENDMENT OF ARTICLES OF INCORPORATION
Sample 1

Related to ENABLING RESOLUTIONS

  • Authorizing Resolutions Notwithstanding the foregoing provisions of this section 5.1, an Authorizing Resolution may limit the authority of the Manager and/or confer voting rights on Investor Members.

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • Early Resolution Conference This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should Executive later challenge any provision as unclear, unenforceable or inapplicable to any competitive activity that Executive intends to engage in, Executive will first notify the Company in writing and meet with a Company representative and a neutral mediator (if the Company elects to retain one at its expense) to discuss resolution of any disputes between the parties. Executive will provide this notification at least fourteen (14) days before Executive engages in any activity on behalf of a Competing Business or engages in other activity that could foreseeably fall within a questioned restriction. The failure to comply with this requirement shall waive Executive’s right to challenge the reasonable scope, clarity, applicability, or enforceability of the Agreement and its restrictions at a later time. All rights of both parties will be preserved if the Early Resolution Conference requirement is complied with even if no agreement is reached in the conference.

  • Informal Resolution The Receiver or the Corporation, as appropriate, (the “FDIC Party”) and the Assuming Institution shall negotiate in good faith to resolve any Dispute Item within thirty (30) Business Days following receipt of information concerning the Dispute Item.

  • Certified Resolutions A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

  • Disputes Resolution In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

  • U.S. Resolution Stay Protocol The parties acknowledge and agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a Protocol Covered Agreement, Dealer shall be deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a Covered Agreement, Dealer shall be deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at wxx.xxxx.xxx and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to Dealer replaced by references to the covered affiliate support provider.

  • Corporate Resolution Seller shall have received from Purchaser a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency and other evidences of corporate authority as Seller or its counsel may reasonably request.

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

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