Representative; Power of Attorney Sample Clauses

Representative; Power of Attorney. 11.11.1 Each Greeny Shareholder hereby appoints and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of the Greeny Shareholder for the purpose of taking any and all actions by the Greeny Shareholder specified in or contemplated by this Agreement, including as agent and attorney-in-fact for such parties: (i) in connection with any termination of this Agreement pursuant to Section 9.1.1; (ii) in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 11.4; (iii) in connection with the receipt of all agreements, certificates and other documents to be delivered by Kootenay at the Closing pursuant to Section 2.5; and (iv) for the purpose of giving and receiving notices on behalf of the Greeny Shareholders under this Agreement.
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Representative; Power of Attorney. By their approval of the execution and delivery of this Agreement, the Sellers shall be deemed to have irrevocably appointed, authorized and directed the Sellers’ Representative to act as the representative, agent, proxy and attorney-in-fact for the Sellers for all purposes under this Agreement, including the full power and authority on the Sellers’ behalf to: (i) negotiate disputes arising under, or relating to, this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith, (ii) receive and disburse to the Sellers any funds received on behalf of the Sellers under this Agreement or otherwise, (iii) execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments and documents contemplated hereby or thereby or executed in connection herewith or therewith, (iv) exercise in his, her or its discretion, all rights and powers expressly conferred on the Sellers’ Representative hereunder and (v) take all other actions to be taken by or on behalf of the Sellers in connection with this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith or therewith. The Sellers, by approving this Agreement, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions and actions by the Sellers’ Representative shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers’ Representative shall have no duties or obligations hereunder except those set forth herein and such duties and obligations shall be determined solely by the express provisions of this Agreement. In addition, the Sellers’ Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 6.3, including, at the expense of the Sellers, to retain attorneys, accountants and other advisors to assist him in the performance of his duties, and/or the exercise of his rights and powers, hereunder. Each Seller shall, only to the extent of such Seller’s Pro Rata Indemnification Share, indemnify and defend the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, damage, cost, Liability or ex...
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Representative; Power of Attorney. (a) Each Shareholder hereby appoints Gethin Xxxxxx of Peregrine Company Managers Limited as agent and attorney-in-fact (the "Representative") for such Shareholder to give and receive notices and communications, to authorize delivery to CBT of ADSs or Ordinary Shares, as the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, such claims, to perform such other obligations and make such other decisions as are set forth in the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders.
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Representative; Power of Attorney. (a) Each Vendor hereby appoints and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of such Vendor for the purpose of taking any and all actions by such Vendor specified in or contemplated by this Agreement, including as agent and attorney-in-fact for such parties: (i) in connection with any termination of this Agreement pursuant to Section 9.1(a); (ii) in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 11.3; (iii) in connection with the receipt of all agreements, certificates and other documents to be delivered by the Purchaser at the Closing pursuant to Section 2.9; (iv) with respect to the matters set forth in Section 2.4, Section 2.5 and Section 2.6; (v) for the purpose of giving and receiving notices on behalf of the Vendors under this Agreement; and (vi) for the purpose of defending all indemnity claims pursuant to Article 10, consenting to, compromising or settling all such indemnity claims, and conducting negotiations with the Purchaser under this Agreement (including pursuant to Section 10.6(e)).
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Representative; Power of Attorney. 14.1 Each Holder hereby appoints and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of the Holder for the purpose of taking any and all actions by the Holder specified in or contemplated by this Agreement or in the Purchase Agreement, including as agent and attorney-in-fact for such parties: (a) in connection with entering into the Purchase Agreement (or any other agreement or instrument in connection with the Acquisition) on behalf of the Holder; (b) in connection with any termination of this Agreement pursuant to Section 9.2; (c) in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 13.11; (d) in connection with the receipt of all agreements, certificates and other documents to be delivered by the Purchaser in connection with the transactions contemplated herein on in the Purchase Agreement; (e) in connection with the delivery of all agreements, certificates and other documents to be delivered by the Representative on behalf of the Holders in connection with the transaction contemplated herein or in the Purchase Agreement; (f) for the purpose of giving and receiving notices on behalf of the Holders under this Agreement or the Purchase Agreement; and (g) for the purpose of defending all indemnity claims contemplated herein or in the Purchase Agreement, consenting to, compromising or settling all such indemnity claims, and conducting negotiations with the Purchaser under this Agreement.
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Representative; Power of Attorney. 10.11.1 Each Vendor hereby appoints and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of the Vendor for the purpose of taking any and all actions by the Vendor specified in or contemplated by this Agreement, including as agent and attorney-in-fact for such parties: (i) in connection with any termination of this Agreement pursuant to Section 8.1.1; (ii) in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 10.4; (iii) in connection with the receipt of all agreements, certificates and other documents to be delivered by Wolverine at the Closing pursuant to Section 2.7; and (iv) for the purpose of giving and receiving notices on behalf of the Vendors under this Agreement.
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Representative; Power of Attorney. (a) Each of the Companies and Xxxxxx Xxxxxx hereby appoints and constitutes Xxxxxx Xxxxxx (the “Representative”) as its true and lawful agent and attorney-in-fact to act for and on behalf of such party for the purpose of taking any and all actions by such party specified in or contemplated by this Agreement or the Escrow Agreement, including as agent and attorney-in-fact for such party (i) in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 12.3; (ii) in connection with the receipt of all agreements, certificates and other documents at the Closing; (iii) with respect to the matters set forth in Section 3.6 relating to the review of, making any objections to and reaching agreement on, the Closing Statement and the calculations of the Closing Tangible Net Worth and the TNW Adjustment Amount; (iv) with respect to the matters set forth in Section 3.7 relating to the calculation of the Average EBITDA Adjustment Amount; (v) for the purpose of collecting from Sellers and paying to Buyer or collecting from Buyer and paying to Sellers, as the case may be, any amounts required to be paid pursuant to Section 3.6 or Section 3.7; (vi) for the purpose of giving and receiving notices on behalf of each Company under this Agreement; and (vii) for the purpose of defending all indemnity claims pursuant to Article 11, consenting to, compromising or settling all such indemnity claims, and conducting negotiations with Buyer under this Agreement.
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Representative; Power of Attorney. 11.11.1 Each Canndora Shareholder hereby appoints and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of the Canndora Shareholder for the purpose of taking any and all actions by the Canndora Shareholder specified in or contemplated by this Agreement, including as agent and attorney-in-fact for such parties: (i) in connection with any termination of this Agreement pursuant to Section 9.1.1; (ii) in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 11.4; (iii) in connection with the receipt of all agreements, certificates and other documents to be delivered by Xxxxxxxx at the Closing pursuant to Section 2.5; and (iv) for the purpose of giving and receiving notices on behalf of the Canndora Shareholders under this Agreement.
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Representative; Power of Attorney 
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Related to Representative; Power of Attorney

  • LIMITED POWER OF ATTORNEY The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, and its officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

  • Power of Attorney A. Each Limited Partner and each Assignee constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

  • Special Power of Attorney (a) Each Member hereby irrevocably makes, constitutes and appoints each Director, acting severally, and any liquidator of the Company’s assets appointed pursuant to Section 6.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, such Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:

  • Irrevocable Proxy and Power of Attorney Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

  • Authorization of Power of Attorney and Custody Agreement The Power of Attorney and Custody Agreement, in the form heretofore furnished to the Representatives (the “Power of Attorney and Custody Agreement”), has been duly authorized, executed and delivered by such Selling Shareholder and is the valid and binding agreement of such Selling Shareholder.

  • Further Assurances; Power of Attorney During and after his employment, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in his name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity.

  • Bank Accounts; Power of Attorney Schedule 3.30 sets forth a true and complete list of (a) the names and locations of all banks, trust companies, securities brokers and other financial institutions at which any Group Company has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship (collectively, the “Bank Accounts”), and (b) each such Bank Account, indicating in each case the account number and the names of the respective Representatives of the Group Companies having signatory power with respect thereto.

  • Grant of Power of Attorney Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

  • FORM OF POWER OF ATTORNEY Know All Men by These Presents, that GP COMMERCIAL CB LLC, a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. (“Purchaser”), its attorney-in-fact to act in Seller’s name, place and stead, in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (b) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser pursuant to the Master Repurchase Agreement, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and between Seller and Purchaser, and to take such other steps as may be necessary or desirable to enforce Purchaser’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

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