Enumerated Powers Sample Clauses
The Enumerated Powers clause defines and limits the specific authorities granted to a particular party, typically within a contract or governing document. It lists out the exact powers or rights that the party may exercise, such as the ability to make decisions, enter agreements, or manage certain resources. By clearly outlining these powers, the clause prevents overreach and ensures that all parties understand the scope of authority, thereby reducing ambiguity and potential disputes over what actions are permitted.
Enumerated Powers. Without in any way limiting the plenary powers set forth in subsection (1) above, the Governing Body is specifically authorized to undertake all actions for the installation, administration, management, operation, maintenance, upgrade, and enhancement of emergency telephone service and emergency notification service within the Governing Body's jurisdiction that the Governing Body believes are necessary and appropriate and consistent with applicable law, including but not limited to:
a. imposing, collecting, and auditing all charges and surcharges in the Governing Body’s jurisdiction as set forth in Part 1 of Title 29, Article 11, as may be amended, and expending such funds as authorized by statute and this Agreement.
b. owning, operating, maintaining, leasing (as Lessor or Lessee), selling, or otherwise disposing of any legal or equitable interest in real and personal property.
c. adopting budgets, maintaining bank accounts, and investing funds.
d. carrying over funds which have not been used in a given fiscal year to the following fiscal year.
e. negotiating, entering into, amending (if necessary), and performing contracts.
f. adopting, reviewing, and amending the Bylaws and passing resolutions not in conflict with this Agreement.
g. adopting, reviewing on an annual basis, and amending (if necessary) the Governing Body’s intergovernmental agreements other than this Agreement, as well as policies, protocols, procedures, or rules and regulations (collectively, "Policies") related to the provision of emergency telephone service and emergency notification service within the Governing Body's jurisdiction on subjects including but not limited to: o Human Resources o cost sharing o street naming o pictometry o geographic information systems (GIS) o Master Street Address Guide (MSAG) o 911 Call Flow/Routing o use of the backup PSAP o 911 network o fiber optic cable (leasing and owning) o customer-premises equipment (CPE) and other equipment o computer aided dispatch (CAD) system o Combined Regional Information Systems Project (CRISP) o insurance for PSAP equipment owned by the Governing Body and located at a facility owned by a Party o emergency alert systems (selection and use) o complex emergency events o records retention and compliance with applicable law o training, accreditation, and certification o Emergency Medical Dispatch (EMD) o call boxes o finances and investments In the event of a conflict, direct or indirect, between a provision the Policies and th...
Enumerated Powers. To exercise or perform any act, power, duty, right or obligation whatsoever that I now have for property, real or personal, tangible or intangible, now owned or hereafter acquired by me, including, without limitation, the following specifically enumerated powers. I grant to my Agent full power and authority to do everything necessary in exercising any of the powers herein granted as fully as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my Agent shall lawfully do or cause to be done by virtue of this power of attorney and the powers herein granted:
Enumerated Powers. The Authority’s powers shall include the following:
(a) to acquire, operate, manage, own, lease (as lessee or lessor), sell, construct, reconstruct, maintain, or repair, or dispose of real and personal property, buildings, works, improvements, or other facilities necessary to carry out the purposes of this Agreement in the name of the Authority;
(b) to make and enter into contracts, including, without limitation, contracts with local governmental entities, including the Members, and other special districts, authorities, corporations, cities, counties and state or federal agencies, provided, however, that the power shall be limited as provided in Section 32-1-1001, C.R.S., as amended, and other laws applicable to special districts;
(c) to accept gifts, grants, and revenue from any lawful source;
(d) to sue and be sued in the Authority’s own name;
(e) to hire and terminate agents, employees, consultants and professionals;
(f) to approve and modify master plans to provide for the Services; to dedicate property acquired or held by it for public works, improvements, facilities, utilities, and related purposes; and to agree, in connection with any of its contracts, to any conditions that it deems reasonable and appropriate including, but not limited to, conditions attached to federal financial assistance, and to include in any contract made or let in connection with any project of the Authority provisions to fulfill such of said conditions as it may deem reasonable and appropriate;
(g) to prepare and approve an annual budget and any necessary amended or supplemental budgets, as set forth in Article 4, herein;
(h) to approve, set, impose, collect, pledge, spend, reserve, and use rates, fees, tolls, charges and penalties for facilities, services, and programs furnished or to be furnished by the Authority;
(i) to adopt, ▇▇▇▇▇▇, and amend bylaws and regulations pursuant to Section 2.08, above;
(j) to enter into agreements for the purpose of securing any necessary professional, administrative, or support services;
(k) to keep and maintain financial books and records to account for all expenditures of funds, and to obtain an annual independent audit (or annual application for audit exemption) by certified public accountants selected by the Board of such records, with all of the same to be made available to the Members at any time upon request;
(l) to accept contributions, grants, or loans from any public or private agency, individual, or the United States or the State...
Enumerated Powers. In general, the Authority shall have the power to exercise all powers conferred by law upon a separate legal entity organized pursuant to Sections 29-1-203 and 29-1-203.5, C.R.S., as amended, or essential to the provision of its functions, services, and facilities, and subject to such limitations as are or may be prescribed by law, the Service Plan or in this Agreement. In accordance with Section 29-1-203.5(2)(a), C.R.S., the Authority is expressly authorized to exercise any general power of a special district specified in Part 10 of Article 1 of Title 32, C.R.S., so long as each of the Members may lawfully exercise the power; provided, however, that pursuant to Section 29-1-203.5(2)(b), C.R.S., the Authority may not levy a tax or exercise the power of eminent domain. To the extent permitted by law and subject to the limitations set forth in the Service Plan and this Agreement, the Authority’s powers shall include, without limitation, the following:
(a) to acquire, operate, manage, own, lease (as lessee or lessor), sell, construct, reconstruct, maintain, or repair, or dispose of all or any portion of real and personal property, buildings, works, improvements, or other facilities necessary to carry out the purposes of this Agreement in the name of the Authority;
(b) to make and enter into contracts, including, without limitation, contracts with local governmental entities including, but not limited to, the Members, and other special districts, business improvement districts, authorities, corporations, cities, counties and state or federal agencies;
(c) to accept gifts, grants, and revenue from any lawful source;
(d) to sue and be sued in the Authority’s own name;
(e) to hire and terminate agents, employees, consultants and professionals;
(f) to approve and modify master plans to provide for the Services; to dedicate property acquired or held by it for public works, improvements, facilities, utilities, and related purposes; and to agree, in connection with any of its contracts, to any conditions that it deems reasonable and appropriate including, but not limited to, conditions attached to federal financial assistance, and to include in any contract made or let in connection with any project of the Authority provisions to fulfill such conditions as it may deem reasonable and appropriate;
(g) to prepare and approve an annual budget and any necessary amended or supplemental budgets, as set forth in Article 4, herein;
(h) to approve, set, impose, collect, pledge...
Enumerated Powers. Without limiting the generality of Section 7.1(a), but subject to the restrictions in Section 7.3, the General Partner shall have full power, without the consent of the Limited Partners, to:
(i) Execute any and all agreements, contracts, leases, documents, certificates and instruments (including, without limitation, the Share Purchase Agreement, the Share Exchange Agreement and the Loan Agreement) as are or may be necessary or advisable in connection with the acquisition, ownership, financing, refinancing, or sale of all or any portion of the Algatec Shares, the Loan or other assets of the Partnership, and the efficient conduct and operation of the Partnership's business, including any amendments to any such agreements, contracts, documents, certifications and instruments;
(ii) To the extent that funds of the Partnership are available, prepay in whole or in part, any indebtedness of the Partnership;
(iii) Employ employees, agents, attorneys, accountants, investment bankers, engineers, appraisers, or other consultants or contractors, including those who may be Affiliates of the General Partner or the Limited Partners or a related Person, provided the terms of such employment in accordance with Section 7.1(d);
(iv) To the extent that funds of the Partnership are available, perform or cause to be performed the Partnership's obligations, and engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Partnership as set forth in Section 2.5, as may be lawfully carried on or performed by a partnership under the laws of the State of Delaware;
(v) Protect and preserve the ownership, title and interest of the Partnership with respect to the Algatec Shares or other Partnership assets, to collect all amounts due to the Partnership and otherwise to enforce all rights of the Partnership and, in that connection, to retain counsel and institute such suits or proceedings, in the name and on behalf of the Partnership;
(vi) To the extent that funds of the Partnership are available, to pay all debts and obligations of the Partnership and to make distributions periodically to the Partners out of the Partnership account and in accordance with the provisions of this Agreement;
(vii) Take such actions as the General Partner determines are advisable or necessary to preserve the tax status of the Partnership as a partnership for federal income tax purposes;
(viii) Exe...
Enumerated Powers. The Executive Committee shall conduct all necessary or timely business, including expenditures not to exceed $35,000 in value, between meetings of the Board, subject in each instance to ratification by the Board at its next meeting. The Board shall not unreasonably withhold ratification. The Executive Committee shall also be responsible for developing the long -range and short -range plans for the Corporation including facility planning.
Enumerated Powers. In managing the affairs of the Corporation, the Board (among other things) shall:
A. Elect the members of the Board and the Associate Board, the officers of the Corporation, other than the vice-presidents of the Corporation,, the Board Officers (as defined below) and Directors Emeritus;
B. Appoint the At Large Board Members on the Executive Committee;
C. Remove (as deemed appropriate or as required in these By-lawsBylaws) the members of the Board and, the Associate Board, the officers of the Corporation, Officers and Directors Emeritus;
▇. ▇▇▇▇▇▇ (as deemed appropriate) the appointmentappointments of the Chair of the Board (the “Board Chair”) of all chairpersons and members of all standing committees of the Board (the “Standing Committees”), other than the Executive Committee and the Nominating Committee, and all special committees of the Board (the “Special Committees”);
Enumerated Powers. Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents as may be appropriate, subject to the limitations contained elsewhere in this Agreement:
(i) to take all actions to cause the Partnership to invest in the BDC Shares and fulfill its obligations under the Special Tender Offer;
(ii) to hire for usual and customary payments and expenses consultants, brokers, prime brokers, appraisers, rating agencies, attorneys, accountants, administrators, advisors, subadvisors, depositaries and such other agents (whether Affiliates or third parties) for itself or for the Partnership as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Partnership;
(iii) to act as (or appoint) the Partnership Representative and Designated Individual; have and exercise any authority permitted the Partnership Representative (and, to the extent reasonably practicable, the Designated Individual) under the relevant Partnership Audit Rules; take whatever steps the Partnership Representative deems necessary or desirable to perfect such designations and exercise such authority, including filing any forms and documents with the U.S. Internal Revenue Service or any other tax authority; and take such other action as may from time to time be required or authorized under applicable law;
(iv) to make any and all elections for U.S. federal, state, local and non-U.S. tax matters, including any election pursuant to Section 6226 of the Code or any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code or, in each case, any comparable provisions of U.S. federal, state, local or non-U.S. law;
(v) to deliver or cause to be delivered details in the prescribed form of any change in the Partnership which the General Partner is obliged to deliver pursuant to the provisions of the Act within the relevant time limit;
(vi) to make, execute, deliver, record and file all certificates, instruments, documents, reports or statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose and objectives of the Partnership, in each case as required by any applicable law, agreement or its business judgment;
(vii) to authorize and delegate authority to any partner, director, officer, employee, Affiliate or other agent of t...
Enumerated Powers. No enumeration of specific powers made herein shall be construed as a limitation upon the foregoing general power, nor shall any of the powers conferred herein upon the Trustee be exhausted by the use thereof, but each shall be continuing. In addition to the above, the Trustee shall have all of the powers authorized by the Pennsylvania Uniform Trust Act (as though such powers were set forth herein) and, in addition, the Trustee is specifically authorized and empowered to exercise those powers hereinafter set forth:
(1) To retain any property constituting the original Trust Estate or added thereto; to hold the cash of the Trust Estate in accounts with any financial institution (provided such accounts are insured); and/or, from time to time; to invest or reinvest the assets of Trust Estate in shares of registered investment companies (commonly called mutual funds, including those administered by the Trustee), stocks, bonds, partnerships or other investments which the Trustee, in its sole discretion, deems desirable for the trust and the beneficiaries thereof. The Trustee shall exercise the judgment and care which men of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital. After exercising such discretion, the Trustee shall be fully relieved of any and all liability to any person whatsoever if the value of the securities held in trust hereunder shall decline in value;
(2) To sell at public or private sale any property constituting the Trust Estate for such price and upon such terms and conditions as the Trustee may deem proper, including the power to convey;
(3) To vote directly or by proxy at any election or stockholders’ meeting any shares of stock held hereunder;
(4) To participate in any plan or proceeding for protecting or enforcing any right or interest arising from any property held in the Trust Estate;
(5) To borrow for the Trust Estate from any person, corporation or other entity, including the Trustee or any related, affiliated or subsidiary corporation or business venture of the Trustee, at such rates and upon such terms and conditions as the Trustee shall deem advisable, and to pledge as security therefor any of the assets of the Trust Estate for the benefit of which such loan is made; to execute, acknowledge and deliver mortgages, deeds of trust o...