Exclusive Authority. Notwithstanding anything else to the ------------------- contrary contained herein, Group shall have the sole responsibility and authority for all aspects of the practice of dentistry and delivery of dental services by Providers. Providers shall use and occupy at the practice sites ("Practice Sites") the facilities provided by Manager hereunder exclusively for -------------- the practice of dentistry ("Practice Site Facilities"). Group expressly ------------------------ acknowledges that the Practice or Practices conducted at these Practice Site Facilities shall be conducted solely by dentists and dental hygienists associated with Group as Employee Providers or Subcontract Providers. Group shall consult with Manager or the Joint Operations Committee to the extent reasonable and not inconsistent with the laws governing the practice of dentistry.
Exclusive Authority. The Managing Party shall have the exclusive right and authority to negotiate, execute and administer any and all Option Agreements and License Agreements for the Joint Invention; all of which Option and License Agreements shall be for the mutual benefit of the Parties; and such Option and License Agreements upon execution by the Managing Party shall be binding on the co‑ownership interests of the Parties in the Joint Invention; and the Other Parties shall not be entitled to enter into any Option or License Agreement for the Joint Invention with respect to the Other Parties’ interest in the Joint Invention.
Exclusive Authority. The only court that shall be competent to hear matters connected to the Deed of Trust and its appendixes shall be the competent court in Tel Aviv – Jaffa.
Exclusive Authority. The General Partner is exclusively authorized and directed to manage and control the assets and business of the Partnership. The General Partner is hereby granted the right, power and authority to do on behalf of the Partnership all lawful things that, in such General Partner’s judgment, are necessary, proper or desirable to carry out the business of the Partnership, including, but not limited to, the right, power and authority: (a) to incur all expenditures; (b) to employ and dismiss from employment any and all employees, agents, independent contractors, brokers, attorneys and accountants; (c) to acquire, hold, lease, sell or otherwise deal with all or any portion of any Partnership property for any Partnership purpose; (d) to arbitrate, settle or defend any claim by, against or involving the Partnership; (e) to borrow money on behalf of the Partnership and use as security therefor all or any part of any Partnership property; (f) to vote shares held by the Partnership; (g) to procure and maintain insurance; (h) to do any and all of the foregoing at such price or amount and upon such terms as the General Partner deems proper; and (i) to execute, acknowledge, swear to and deliver any and all instruments to effectuate any and all of the foregoing. Any and all lawful acts heretofore taken by the General Partner that are permitted under this Section 6.1 are hereby ratified and confirmed by the Partners as the acts and deeds of the Partnership.
Exclusive Authority. Without limiting the authority of the Liquidating Trust or the Liquidating Trustee set forth in this Liquidating Trust Agreement, the Plan or the Confirmation Order, the Liquidating Trust shall be deemed to be a party in interest, and shall
Exclusive Authority. The General Partner is exclusively authorized and directed to manage and control the assets and business of the Partnership. The General Partner is hereby granted the right, power and authority to do on behalf of the Partnership all lawful things that, in such General Partner’s judgment, are necessary, proper or desirable to carry out the business of the Partnership, including, without limitation, the right, power and authority: (a) to incur all expenditures; (b) to employ and dismiss from employment any and all employees, agents, independent contractors, brokers, attorneys and accountants; (c) to acquire, hold, lease, sell or otherwise deal with all or any portion of any Partnership property for any Partnership purpose; (d) to arbitrate, settle or defend any claim by, against or involving the Partnership; (e) to borrow money on behalf of the Partnership and use as security therefor all or any part of any Partnership property; (f) to vote shares held by the Partnership; (g) to procure and maintain insurance; (h) to do any and all of the foregoing at such price or amount and upon such terms as the General Partner deems proper; and (i) to execute, acknowledge, swear to and deliver any and all instruments to effectuate any and all of the foregoing. Any and all lawful acts heretofore taken by the General Partner that are permitted under this Section 6.1 are hereby ratified and confirmed by the Partners as the acts and deeds of the Partnership. Notwithstanding anything herein to the contrary, during the period that Obligations shall be outstanding under any Note Document, the Partners will not cause the Partnership directly to take any action that (subject to any notice or grace periods set forth therein) is in breach of any covenant or agreement of the Partnership set forth in any Note Document.
Exclusive Authority. The General Partner, in its capacity as general partner, shall have all rights, powers and authority possessed by general partners under the Act and all other laws of the Commonwealth of Virginia. Without limiting the foregoing, the General Partner shall have the right, power and authority, acting for and on behalf of the Partnership, inter alia, to take all actions and execute and deliver all agreements on behalf of the Partnership in connection with the business of the Partnership, including, without limitation, the authority to cause the Partnership to sell, exchange, lease, pledge, mortgage, or otherwise deal with all or any of its assets or to merge or consolidate with or into any other entity (regardless of whether the Partnership is the surviving entity), as determined by the General Partner in its sole and absolute discretion and without the vote or consent of any Limited Partner. The General Partner also shall have the right, power and authority to execute and deliver on behalf of the Partnership any contract, agreement or other instrument or document required or otherwise appropriate to acquire, sell, operate or encumber the Partnership’s properties.
Exclusive Authority. Without the prior written consent of the Investors’ Representative, no Investor may exercise on its own behalf any of the rights or powers in respect of which such Investor is constituting and appointing the Investors’ Representative as its sole and exclusive agent and proxy and true and lawful attorney-in-fact for so long as the Power of Attorney remains in effect; provided, however, for the avoidance of doubt, nothing in this Section 2.5 will prevent an Investor from exercising any rights or powers that are expressly reserved for such Investor under such appointment.
Exclusive Authority. Manager shall have the exclusive authority to perform all of its duties set forth in this Agreement.
Exclusive Authority. The General Partner shall have exclusive authority to administer, manage conduct, control and operate the business and affairs of the Partnership, to make all decisions regarding the Business and to bind the Partnership. No Limited Partner in its capacity as such shall:
(a) take part in the control or management of the Business or exercise any power in connection therewith;
(b) execute any document on behalf of the Partnership;
(c) represent that it has authority to bind the Partnership;
(d) have any authority to act for, bind or undertake any obligation or responsibility on behalf of the Partnership or any other Partner;
(e) except as provided in Section 16.2, propose any Extraordinary Resolution for approval by the holders of Class B Units unless there are, at the time, no general partners of the Partnership;
(f) bring any action for partition or sale or otherwise, in connection with the Partnership or any interest in any Partnership Assets or register or permit to be filed, registered or remain undischarged any lien or charge in respect of any Partnership Assets;
(g) compel or seek a partition, judicial or otherwise, of any of the Partnership Assets distributed or to be distributed to the Partners in kind; or
(h) take any action which will jeopardize or eliminate the status of the Partnership as a limited partnership, except that the General Partner may do the foregoing in its capacity as a general partner of the Partnership, notwithstanding that it may also be a Limited Partner.
