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.

  • 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 The 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").

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Title and Authority The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

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