Settlement Authority The Recipient will not enter into a settlement of any Proceeding against any of the Indemnified Parties unless the Recipient has obtained from the Province or Canada, as applicable, prior written approval or a waiver of this requirement. If the Recipient is requested by the Province or Canada to participate in or conduct the defence of any Proceeding, the Province or Canada, as applicable, will cooperate with and assist the Recipient to the fullest extent possible in the Proceeding and any related settlement negotiations.
Management Authority Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.
AGREEMENT AUTHORITY
5.1 PDL NPDL shall sell and PFLG shall purchase, on a used/not used basis, thirty percent (30%) of the space available on the vessel (or a maximum of 30% of the capacity of the vessel by weight) (including thirty percent (30%) of the available reefer plug capacity) on each sailing of PDL’s NPDL's vessel in the Trade. Additional slots may be sold/purchased on an ad 1 The inclusion of non-U.S. trades within the scope of this Agreement does not bring such trades within the scope of the U.S. Shipping Act or the jurisdiction of the Federal Maritime Commission ("FMC"). hoc basis, and such additional space shall not be unreasonably withheld. To determine the space allocation used by any breakbulk cargo loaded on the Vessel pursuant to this Agreement, the amount of any such breakbulk cargo shall be converted at a rate of 17 revenue tonnes per TEU.
5.2 The sale of slots under Article 5.1 shall be on such terms and such conditions as the Parties may agree from time to time.
5.3 PFLG shall not sub-charter slots made available to it hereunder to any third party, including PFLG affiliates, without the prior written consent of PDL NPDL.
5.4 Each party is responsible for the port charges attributed to its own cargo, but are authorized to discuss and agree on their respective responsibilities for port charges assessed to PDL NPDL as the vessel operator at island ports in the trade.
5.5 The Parties are authorized to discuss and agree upon routine operational and administrative matters including, but not limited to, procedures for allocating space, forecasting, stevedoring and terminal operations, recordkeeping, responsibility for loss, damage or injury (including provisions of bills of lading relating to same), the interchange of information and data regarding all matters within the scope of this Agreement, terms and conditions for force majeure relief, insurance, guarantees, indemnification, and compliance with customs, safety, security, documentation, and other regulatory requirements.
5.6 Each Party shall retain its separate identity and shall have separate sales, pricing and marketing functions. Each Party shall issue its own bills of lading and handle its own claims.
5.7 The Parties shall collectively implement this Agreement by meetings, writings, or other communications between them or within committees established by them, and make such other arrangements as may be necessary or appropriate to effectuate the purposes and provisions of this Agreement.
Investment Authority With respect to any Authorized Transaction, the Advisor may take any and all action necessary or desirable to effect such Authorized Transaction, including but not limited to (A) placing an order with a broker named in the Broker List for the execution of the Authorized Transaction and (B) issuing to the Trustee such instructions as may be appropriate in connection with the settlement of such Authorized Transaction.
Contracting authority The contracting authority of this public contract is Enabel, the Belgian development agency, public-law company with social purposes, with its registered office at Xxx Xxxxx 000, 0000 Xxxxxxxx xx Xxxxxxx (enterprise number 0264.814.354, RPM/RPR Brussels). Enabel has the exclusive competence for the execution, in Belgium and abroad, of public service tasks of direct bilateral cooperation with partner countries. Moreover, it may also perform other development cooperation tasks at the request of public interest organisations, and it can develop its own activities to contribute towards realisation of its objectives. For this procurement contract, Xxxxxx is represented by person(s) who shall sign the award letter and are mandated to represent the organisation towards third parties.
Competent Authorities The Parties shall inform each other about the structure, organisation and division of competences of their competent authorities during the first meeting of the Sanitary and Phytosanitary Sub-Committee referred to in Article 65 of this Agreement ("SPS Sub-Committee"). The Parties shall inform each other of any change of the structure, organisation and division of competences, including of the contact points, concerning such competent authorities.
Discretionary Authority BROKERAGE - ING-IM shall have full and complete discretion to establish brokerage accounts in the name of the Client and execute transactions in securities markets in the name of the Client, pursuant to proper authorization from the Client, through one or more securities broker/dealer firms as ING-IM may select, including those which from time to time may furnish to ING-IM statistical and investment research information and other services. The Client accepts the Statement of Policy on Brokerage Practices which is attached to this Agreement as EXHIBIT "B" and incorporated herein by reference. This policy may be modified by ING-IM in consultation with the Client.
Signing Authority Will the above-named Partner be able to sign contracts on behalf of the Partnership? ☐ Yes ☐ No Partner 2: with a mailing address of . a.) Ownership: %
Company Authority The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated herein.
City’s Manager’s Authority To the extent, if any, the City has the power to suspend or terminate this contract or the Contractor’s services under this contract, that power may be exercised by City Manager or a deputy or assistant City Manager without City Council action.
