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:
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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
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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.
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Related to Execution and Consent

  • 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;

  • Authorization, Execution and Delivery The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Waiver and Consent No consent or waiver by a party, express or implied, to or of any default by the other party of any of its obligations under the Agreement: will be valid unless it is in writing, will be relied on as a consent to or waiver of any other default of the same or any other obligation, will constitute a general waiver, or will eliminate or modify the need for a specific consent or waiver pursuant to this section in any other instance.

  • Agreements and consents The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.

  • Authorization and Execution The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Authorization, Execution and Delivery Valid and Binding This Agreement and all other Transaction Documents and instruments required or contemplated hereby to be executed and delivered by it have been duly authorized, executed and delivered by it and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against it in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or dissolution, as applicable, of it and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of its interest in the Timeshare Loans to the Depositor or, in the event of the characterization of any such transfer as a loan, the valid creation of a first priority perfected security interest in such Timeshare Loans in favor of the Depositor.

  • Due Authorization, Execution and Delivery (a) Borrower represents and warrants that the execution of the Loan Documents and the Indemnity Agreement have been duly authorized and there is no provision in the organizational documents of Borrower requiring further consent for such action by any other entity or person.

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