Power of Attorney for Quebec Purposes Sample Clauses

Power of Attorney for Quebec Purposes. For greater certainty, and without limiting the powers of the Administrative Agent hereunder or under any of the Loan Documents, each of the Lenders hereby acknowledges that the Administrative Agent shall, for the purposes of holding any security granted under the Québec Security pursuant to the laws of the Province of Quebec to secure payment of the Demand Debenture (or any similar instruments), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and holders of such Demand Debenture. Each of the Lenders hereby constitutes, to the extent necessary, the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) in order to hold security granted under the Quebec Security in the Province of Quebec to secure the Demand Debenture (or any similar instrument). Each assignee of a Lender shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Quebec), the Administrative Agent may acquire and be the holder of the Demand Debenture (or any similar instrument). Each of the Loan Parties hereby acknowledges that the Demand Debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Administrative Agent hereby acknowledges and accepts the Quebec Security as forming part of the Loan Documents and agrees to be bound by the provisions thereof. Notwithstanding Section 11.8 hereof, the provisions of this Section 10.20 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.
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Power of Attorney for Quebec Purposes. For greater certainty, and without limiting the powers of the U.S. Collateral Trustee or the Canadian Collateral Trustee under the Security Documents, each of the Noteholders hereby acknowledges that the Canadian Collateral Trustee shall, for the purposes of holding any security granted under the Security Documents pursuant to the laws of the Province of Quebec to secure payment of debentures (or any similar instruments), be the holder of an irrevocable power of attorney (fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of the Notes and holders of debentures. Each of the Noteholders hereby constitutes, to the extent necessary, the Canadian Collateral Trustee as the holder of such irrevocable power of attorney (fonde de pouvoir) in order to hold security granted under the Security Documents in the Province of Quebec to secure the debentures (or any similar instrument). Each assignee of the Notes shall be deemed to have confirmed and ratified the constitution of the Canadian Collateral Trustee as the holder of such irrevocable power of attorney (fonde de pouvoir). Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Quebec), the Canadian Collateral Trustee may acquire and be the holder of a debenture (or any similar instrument). Each of the Obligors hereby acknowledges that a debenture executed by it constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding the provisions of Section 9.10, the provisions of this Section 9.15 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.
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Power of Attorney for Quebec Purposes. Without limiting the powers of Bank of America Canada under this Agreement and the Canadian Security Agreement, each Canadian Lender and Bank of America Canada acknowledges and agrees that Bank of America Canada shall, for the purposes of holding any security granted under the Canadian Security Agreement pursuant to the laws of the Province of Quebec to secure payment of bonds or any similar instruments (collectively, the "Bonds"), be the holder of an irrevocable power of attorney (fonde de pouvoir), within the meaning of Article 2692 of the Civil Code of Quebec, for all present and future Canadian Lenders as well as holders and depositaries of the Bonds. Each of the Canadian Lenders and Bank of America Canada constitutes, to the extent necessary, Bank of America Canada as the holder of such irrevocable power of attorney (fonde de pouvoir) in order to hold security granted under the Canadian Security Agreement in the Province of Quebec to secure payment of the Bonds. Each successor Canadian Lender and successor to Bank of America Canada shall be deemed to have confirmed and ratified the constitution of Bank of America Canada as the holder of such irrevocable power of attorney (fonde de pouvoir). Furthermore, Bank of America Canada agrees to act in the capacity of the holder and depositary of the Bonds for the benefit of all present and future Canadian Lenders. Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Quebec), Bank of America Canada may acquire and be the holder of a Bond. Each of the Canadian Lenders and the Canadian Borrower acknowledges that each of the Bonds executed by it constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding the provisions of Section 15.5, the provisions of this paragraph shall be governed by and interpreted in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.
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Power of Attorney for Quebec Purposes. 68 10.4. Lender Operations for Advances, Letters of Credit, etc...........69 10.5. Sharing of Payments, etc.........................................71 10.6.
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Power of Attorney for Quebec Purposes. Without limiting the powers of the Agent hereunder or under the other Loan Documents, each of the Lenders hereby irrevocably constitutes the Agent as its hypothecary representative within the meaning of Article 2692 of the Civil Code of Quebec in order to hold hypothecs and security granted by the Borrower on property pursuant to the laws of the Province of Québec in order to secure obligations of the Borrower hereunder and under the other Loan Documents. The execution by the Agent, acting as hypothecary representative, prior to this Agreement of any Security in Québec is hereby ratified and confirmed. The constitution of the Agent as hypothecary representative shall be deemed to have been ratified and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any rights and obligations of a Lender under this Agreement by the execution of an assignment or other agreement pursuant to which it becomes such assignee or participant, and by each successor Agent by the compliance with such formalities pursuant to which it becomes a successor Agent under this Agreement. The Agent acting as hypothecary representative shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Agent in this Agreement, which shall apply mutatis mutandis to the Agent acting as hypothecary representative.
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Power of Attorney for Quebec Purposes. 115 11. MISCELLANEOUS.......................................................... 116 11.1 Modifications, Amendments or Waivers............................ 116 11.1.1. Increase of Commitment; Extension of Expiration Date........................................ 116 11.1.2. Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment................................................ 116 11.1.3. Release of Collateral or Guarantor..................... 116 11.1.4. Miscellaneous.......................................... 116 11.2 No Implied Waivers; Cumulative Remedies; Writing Required........................................................ 117 11.3 Reimbursement and Indemnification of Banks by the Borrower; Taxes................................................. 117 11.4 Holidays........................................................ 118 11.5 Funding by Branch, Subsidiary or Affiliate...................... 119 11.5.1. Notional Funding....................................... 119 11.5.2. Actual Funding......................................... 119 11.6 Notices......................................................... 119 11.7 Severability.................................................... 120 11.8 Governing Law................................................... 120 11.9 Prior Understanding............................................. 121 11.10 Duration; Survival.............................................. 121 11.11 Successors and Assigns.......................................... 121 11.12 Confidentiality................................................. 123 11.12.1. General................................................ 123 11.12.2. Sharing Information With Affiliates of the Banks........................................................... 124 11.13 Counterparts.................................................... 124 11.14 Administrative Agent's or Bank's Consent........................ 124 11.15 Exceptions...................................................... 124 11.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.......................... 124 -vii- TABLE OF CONTENTS Section Page ------- ----
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Related to Power of Attorney for Quebec Purposes

  • Trust Purpose The purpose of the Trust is to conduct, operate and carry on the business of an open-end management investment company registered under the 1940 Act. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an open end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Act, and in connection therewith the Trust shall have the power and authority to engage in the foregoing, both within and without the State of Delaware, and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.

  • Registration of the Shares Compliance With the Securities Act (a) The Company shall:

  • Purchase for Own Account for Investment Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares.

  • Limitation on the Authority of the Manager to Purchase and Sell Securities for the Account of Certain Underwriters Notwithstanding any provision of this AAU authorizing the Manager to purchase or sell any Securities or Other Securities (including arranging for the sale of Contract Securities) or over-allot in arranging sales of Securities for the accounts of the several Underwriters, the Manager may not, in connection with the Offering of any Securities, make any such purchases, sales, and/or over-allotments for the account of any Underwriter that, not later than its acceptance of the Invitation Wire relating to such Offering, has advised the Manager that, due to its status as, or relationship to, a bank or bank holding company such purchases, sales, and/or over-allotments are prohibited by applicable law. If any Underwriter so advises the Manager, the Manager may allocate any such purchases, sales, and over-allotments (and the related expenses) which otherwise would have been allocated to your account based on your respective Underwriting Percentage to your account based on the ratio of your Original Underwriting Obligation to the Original Underwriting Obligations of all Underwriters other than the advising Underwriter or Underwriters, or in such other manner as the Manager will determine.

  • Registration Under the Securities Act of 1933 None of the Warrants or Shares have been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act").

  • Business Purpose The Company may conduct any and all lawful business appropriate in carrying out the Company’s objectives, as permitted under Section 00-00-000 of the Act.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Business Purpose; Powers The Company is formed for the purpose of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

  • Investment Purpose As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

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