Grant of Power and Authority Sample Clauses

Grant of Power and Authority. Each of the Indemnifying Sellers hereby irrevocably grants the Sellers’ Representative full power and authority: (i) to execute and deliver, for and on behalf of such Indemnifying Seller, and to accept delivery of, for and on behalf of such Indemnifying Seller, each of the Ancillary Agreements (but specifically not including this Agreement) and such documents, instruments and certificates as may be deemed by the Sellers’ Representative in good faith, in the Sellers’ Representative’s sole and absolute discretion (subject to the Sellers’ Representative consulting with and seeking input and advice from XxXxxxx as required by clause (a) above), to be necessary or appropriate in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that, and for the avoidance of doubt, the Sellers’ Representative shall not have power to execute this Agreement for or on behalf of any Indemnifying Seller (other than to the extent the Sellers’ Representative is also a Seller, in which event the Sellers’ Representative may then execute this Agreement in his capacity as a Seller); (ii) to (A) dispute or refrain from disputing, for or on behalf of such Indemnifying Seller, any claim made by Purchaser or any Purchaser Indemnified Party under this Agreement or by any third‑party in connection with any Losses under this Agreement or any of the Ancillary Agreements; (B) negotiate and compromise, for and on behalf of the Indemnifying Sellers, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under or in connection with, this Agreement and the Ancillary Agreements, and (C) execute, for and on behalf of the Indemnifying Sellers, any settlement agreement, release, waiver, or other document, instrument or certificate with respect to any such dispute or remedy; (iii) to give or agree to, for and on behalf of such Indemnifying Seller, any and all Consents, waivers, amendments or modifications deemed by the Sellers’ Representative in good faith and in the Sellers’ Representative’s sole and absolute discretion (subject to the Sellers’ Representative consulting with and seeking input and advice from XxXxxxx as required by clause (a) above), to be necessary, proper or appropriate under this Agreement or in connection with the transactions contemplated hereby or under any of the Ancillary Agreements or in connection with the transactions contemplated thereby, and, in each case, to execute...
Sample 1
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Related to Grant of Power and Authority

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Company Power and Authority Each Credit Party has the Company power and authority to execute, deliver and carry out the terms and provisions of the Documents to which it is a party and has taken all necessary Company action to authorize the execution, delivery and performance of the Documents to which it is a party. Each Credit Party has duly executed and delivered each Document to which it is a party and each such Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Power and Authority of General Partner Subject to the Consent of the Special Limited Partner or the consent of the Limited Partner where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the General Partner shall have complete and exclusive control over the management of the Partnership business and affairs, and shall have the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. If there is more than one General Partner, all acts, decisions or consents of the General Partners shall require the concurrence of all of the General Partners. No actions taken without the authorization of all the General Partners shall be deemed valid actions taken by the General Partners pursuant to this Agreement. No Limited Partner or Special Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall have any right to be active in the management of the Partnership's business or investments or to exercise any control thereover, nor have the right to bind the Partnership in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Partnership, except as otherwise specifically provided in this Agreement.

  • Incorporation; Power and Authority Buyer is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, with all necessary power and authority to execute, deliver and perform this Agreement.

  • Capacity, Power and Authority (i) It is duly amalgamated and is validly subsisting under the laws of its jurisdiction of amalgamation and has all the requisite corporate capacity, power and authority to carry on its business as presently conducted and to own its property; and

  • Corporate Power and Authority; No Conflicts The execution, delivery and performance by Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders which has not been obtained; (b) contravene its certificate of incorporation or by-laws; (c) violate any provision of, or require any filing (other than the filing of the financing statements contemplated by the Security Documents), registration, consent or approval under any Law (including, without limitation, Regulations T, U and X of the Board of Governors), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any Guarantor; (d) result in a breach of or constitute a default under or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any Guarantor is a party or by which it or its properties may be bound or affected; (e) result in, or require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by Borrower or any Guarantor; or (f) cause such corporation to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

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