Execution and Consent Sample Clauses

Execution and Consent. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner and its respective successors (hereinafter referred to as “Special Attorney”) as the attorney-in-fact for such Limited Partner with power and authority to act in the Limited Partner’s name and on the Limited Partner’s behalf to execute, acknowledge, swear to and file documents and instruments necessary or appropriate to the conduct of Partnership business, which will include, but not be limited to, the following: (a) the-Certificate and this Agreement, as well as amendments thereto as required by the laws of any state; (b) any other certificates, instruments and documents, including fictitious name certificates, as may be required by, or may be appropriate under, the laws of any state; and (c) any documents that may be required to effect the continuation of the Partnership, the admission of an Additional or Substitute Limited Partner, the withdrawal of a Limited Partner, or the dissolution and termination of the Partnership, provided such continuation, admission or dissolution and termination are in accordance with the terms of the Certificate and this Agreement.
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Execution and Consent. Each Member hereby irrevocably constitutes and appoints the Managing Member and its respective successors (hereinafter referred to as “Special Attorney”) as the attorney in fact for such Member with power and authority to act in the Member’s name and on the Member’s behalf to execute, acknowledge, swear to and file documents and instruments necessary or appropriate to the conduct of Company business, which will include, but not be limited to, the following: (a) this Agreement, as well as amendments thereto as required by applicable law; and (b) any other certificates, instruments and documents, including fictitious name certificates, as may be required by, or may be appropriate under, laws of any jurisdiction; and any documents that may be required to effect the continuation of the Company, the admission of an Additional or Substitute Member, the withdrawal of a Member, or the dissolution and termination of the Company; provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement and applicable law.
Sample 1
Execution and Consent. (a) This Sublease shall be binding on the parties as of the Signing Date, provided that the effectiveness hereof is expressly conditioned upon the written consent of Landlord in accordance with Section 14 of the Original Master Lease (which Sublessor acknowledges must include the requirement that Landlord agree, in the event of a termination of the Master Lease, to recognize Sublessee as Landlord’s direct tenant, as to the Subleased Premises only, on the terms of the Master Lease, but giving effect to and incorporating the Base Rent and Sublease Term (including early termination rights) contained in this Sublease, in form and substance reasonably satisfactory to Sublessee) (the “Landlord Consent Contingency”). Sublessor shall diligently seek to achieve the Landlord Consent Contingency. (b) Any fees payable under the Master Lease in connection with Landlord’s consent to this Sublease shall be for the account of Sublessor. (c) Sublessee acknowledges that the Landlord has the right to terminate the Master Lease within twenty (20) Business Days following Sublessor’s request for Landlord’s consent to this Sublease. Any such exercise of Landlord’s recapture right shall not impose any liability on the part of Sublessee under this Sublease. This Sublease shall automatically terminate upon the exercise by Landlord of such recapture right, and Sublessor shall immediately return to Sublessee all deposits and prepaid rent paid to Sublessor by Sublessee in connection with this Sublease. (d) Execution and delivery of this Sublease by Sublessee to Sublessor shall, in consideration of the time and expense incurred by Sublessor in preparing this Sublease and in contacting Landlord to obtain Landlord’s consent thereto, constitute an irrevocable offer by Sublease to lease the Subleased Premises upon the terms and conditions set forth herein for three (3) business days following the date of delivery).
Sample 1
Execution and Consent. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner and its respective successors (hereinafter referred to as “Special Attorney”), as the attorney-in-fact for such Limited Partner with power and authority to act in the Limited Partner’s name and on the Limited Partner’s behalf (hereinafter referred to as the “Power of Attorney”) to execute, acknowledge, swear to and file documents and instruments necessary or appropriate to the conduct of Partnership business, which will include, but not be limited to, the following: (a) the Certificate and this Agreement, as well as amendments thereto as required by the laws of any state; (b) any other certificates, instruments, and documents, including fictitious name certificates, as may be required by, or may be appropriate under, the laws of any state; and (c) any documents that may be required to effect the continuation of the Partnership, the admission of an Additional or Substitute Limited Partner, the withdrawal of a Limited Partner, or the dissolution and termination of the Partnership, provided such continuation, admission or dissolution and termination are in accordance with the terms of the Certificate and this Agreement. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive, and shall not be affected by, the subsequent death, Disability, termination, Bankruptcy, insolvency or dissolution of a Partner; provided, however, that such Power of Attorney will terminate upon the substitution of another Person for all of such Partner’s Interest in the Partnership or upon the complete withdrawal of such Partner from participation in the Partnership. Each Partner hereby agrees to be bound by any representation made by the General Partner and by any successors thereto, acting in good faith pursuant to this Power of Attorney, and each Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner and any successors thereto, taken in good faith under this Power of Attorney. Each Partner agrees, if requested, to execute a special power of attorney on a document separate from this Agreement. In the event of any conflict between this Agreement and any instruments filed pursuant to the Power of Attorney granted in this Section 10.01, this Agreement shall control.
Sample 1
Execution and Consent. Each Member hereby irrevocably constitutes and appoints the Managers and their respective successors (hereinafter referred to as “Special Attorney”) as the attorney-in-fact for such Member with power and authority to act in the Member’s name and on the Member’s behalf to execute, acknowledge, swear to and file documents and instruments necessary or appropriate to the conduct of the Company’s business, which shall include, but not be limited to, the following: (a) the Certificate and this Agreement, as well as amendments thereto as required by the laws of any state; (b) other certificates, instruments and documents, including fictitious name certificates, as may be required by, or may be appropriate under, the laws of any state or any other jurisdiction, or as otherwise permitted under the terms of this Agreement; (c) the amendment and/or restatement of this Agreement in accordance with Section 14.08; and (d) any documents that may be required to effect the continuation of the Company, the admission of an Additional or Substitute Member, the withdrawal of a Member, or the dissolution and termination of the Company, provided that such continuation, admission, withdrawal or dissolution and termination are in accordance with the terms of the Certificate and this Agreement. Procedural Aspects. The power of attorney granted by each Member to the Special Attorney: (a) is a special power of attorney, coupled with an interest, and is accordingly irrevocable; (b) may be exercised by the Special Attorney for each Member either by signing separately as attorney-in-fact for each Member, or by executing any instrument with the single signature of such Special Attorney acting as attorney-in-fact for all of the Members; and (c) shall survive the assignment by a Member of the whole or any portion of such Member’s Membership Interest; provided that where the assignee has been approved in accordance with the provisions of this Agreement for admission to the Company as a Substitute Member, the Power of Attorney shall survive such assignment for the sole purpose of enabling the Special Attorney to execute, acknowledge and file any instrument necessary to effect such substitution. ARTICLE XIII
Sample 1

Related to Execution and Consent

  • Waiver and Consent Each of the Stockholders, with respect to itself and all other holders of Preferred Stock and with respect to all outstanding shares of Preferred Stock, including all shares of Preferred Stock beneficially owned by it, effective and conditioned upon the Closing (as defined in the Selling Stockholder Purchase Agreement), hereby (i) irrevocably waives all Accretion and Allocation Rights with respect to the Proposed Transactions, (ii) irrevocably waives, and elects not to receive any payments that might otherwise be payable upon exercise of, the Investment Agreement Rights with respect to the Unexercised Series A-3 Preferred in connection with the Proposed Transactions, (iii) irrevocably consents to for all purposes under the Series A-1 Certificate of Designation, the Series A-2 Certificate of Designation, the Series A-3 Certificate of Designation and the Investment Agreements, and irrevocably authorizes and empowers the Company to proceed with, the Proposed Transactions upon the terms set forth in the Selling Stockholder Purchase Agreement, the Company Purchase Agreement and the Exchange Agreement; and (iv) irrevocably waives, except with respect to the right of the Stockholders to receive the Shares upon conversion of the outstanding shares of Preferred Stock, any interest and any and all other rights the Stockholders may have or which may accrue to the Stockholders pursuant to the Series A Certificates of Designation, the Investment Agreements and the Registration Rights Agreement by reason of the Company’s entry into and the consummation of the Proposed Transactions, including, without limitation, any rights to notice, rights to written assurances, redemption rights arising out of a Change of Control, consent rights, anti-dilution rights, participation rights, preemptive rights, rights of first offer, voting rights, dividend rights and rights to any other payments, securities, property or consideration of whatever kind or nature.

  • Ratification and Confirmation Except as specifically amended herein, the Note Agreement shall remain in full force and effect, and is hereby ratified and confirmed.

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