Exclusive Authorization Sample Clauses

Exclusive Authorization. 3. The Company appoints the Bottler as its sole and exclusive purchaser of the Concentrates for the purpose of manufacture, packaging and distribution of the Beverages under the Trademarks in Authorized Containers for sale in the Territories;
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Exclusive Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints Xxxxxx to act on a best efforts basis as its exclusive agent during the Authorization Period (as hereinafter defined) for the investment banking services enumerated in 1, 2, 3 and 4 above (“Investment Banking Services”) in amounts and on terms and conditions satisfactory to the Company. Xxxxxx hereby accepts this agency and agrees on the terms of this Agreement to use its best efforts during the Authorization Period in providing Investment Banking Services. The Company understands that Xxxxxx shall not have any obligation hereunder to purchase any of the Equity Securities or to provide Debt Financing of any kind to the Company. In addition, the Company agrees that it will not hold Athena liable or responsible in the event that any transaction related to the provision of Investment Banking Services (“Transaction(s)”) is/are not consummated for any reason whatsoever, including, but not limited to, an adverse change in the financial or security markets, insufficient demand from potential purchasers of the Equity Securities (the “Investors”) for the Equity Securities or instruments similar to the Equity Securities, or a lack of interest by providers of Debt Financing (the “Lenders”) in a Transaction. During the Authorization Period, the Company shall be prohibited, except as provide in “Exhibit A - Carve Outs” from:
Sample 1
Exclusive Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints Athena to act on a bxxx xxforts basis as its exclusive agent (except as it relates to the co-management relationship discussed in paragraph 7 and the public sale of registered securities discussed in paragraph 8) during the Authorization Period (as hereinafter defined) in all the Company's investment banking activities, including the effort to privately place the Securities (the "Transaction") in an amount and on terms and conditions satisfactory to the Company. Athena hereby acceptx xxxx agency and agrees on the terms of this Agreement to use its best efforts during the Authorization Period to arrange the sale of the Securities through such a private placement to potential investors (the "Investors"). The Company understands that Athena shall not havx xxx obligation hereunder to purchase any of the Securities or to provide financing of any kind to the Company. In addition, the Company agrees that it will not hold Athena liable or resxxxxxxle in the event that the Transaction is not consummated for any reason whatsoever, including, but not limited to, an adverse change in the financial or security markets, insufficient demand for instruments similar to the Securities, or a lack of interest by Investors in the Transaction. During the Authorization Period, the Company shall be prohibited from (i) directly or indirectly offering any of the Securities (or instruments substantially similar to the Securities) for sale to, or soliciting any offer to purchase any of the Securities (or instruments substantially similar to the Securities) from, or otherwise contacting, approaching or negotiating with respect thereto with, any person, and (ii) authorizing anyone other than Athena to act on its xxxxxf to place the Securities (or instruments substantially similar to the Securities). The Company shall promptly refer to Athena all offers, inquiries and proposals relating to any placement of the Securities (or instruments substantially similar to the Securities) made to the Company at any time during the Authorization Period.
Sample 1

Related to Exclusive Authorization

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Power, Authorization and Validity 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Existence; Authorization The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, having full power and authority to own its properties and to carry on its business as conducted. The principal place of business of the Purchaser is as shown on the Accredited Investor Questionnaire. The Purchaser has the requisite power and authority to deliver this Agreement, perform its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

  • Required Authorizations BUYER shall obtain and procure all necessary corporate and other approvals and authorizations, if any, required on its part to enable it to fully perform all obligations imposed on it hereunder which must be performed by it at or prior to the Closing.

  • Authorization; No Conflict Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Power and Authority; Due Authorization; Execution and Delivery The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of Purchases made hereunder, are within its powers and authority, corporate or otherwise, and have been duly authorized by all necessary action, corporate or otherwise, on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

  • Compliance with Private Authorizations 5 3.7 Compliance with Governmental Authorizations and Applicable Law.........................6 3.8

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