Special Authorities Sample Clauses

Special Authorities. 19.1 Within the scope of carrying out the affairs of the trust pursuant to This Deed, the Trustee may commission and act according to the written opinion or advice of any lawyer, accountant, appraiser, assessor, surveyor, broker or other expert, whether such opinion or advice was prepared at the request of the Trustee and/or by the Company, and to act according to its conclusions, and the Trustee shall not be liable for any loss or damage that might be caused as a result of any action performed or any failure to act by the Trustee while relying on such advice or opinion, unless the Trustee acted with negligence and/or with mala fides and/or contrary to the provisions of This Deed or contrary to the provisions of any law. The Trustee shall make available a copy of such opinion or advice for the perusal of the Bondholders and the Company, at their request. The Company shall bear all expenses of employing such external consultants by the Trustee, provided that they shall be reasonable and provided that the identity of the consultants was approved in advance by the Company. The Company shall not refuse to give its consent to such consultants that shall be chosen by the Trustee, except for reasonable reasons. 19.2 Any such advice or opinion can be given, sent or received by letter, telegram, facsimile or by any other electronic means for transmitting information, and the Trustee shall not be liable in respect of actions it performed while relying on advice or opinions or information transmitted via one of the modes of transmission referred to above, even though errors occurred in them or they were not authentic, unless it had been possible to discover the errors or the inauthenticity by reasonable examination, provided that the Trustee had not acted with negligence and/or with mala fides. It is hereby clarified that the documents shall be transmittable, on the one hand, and the Trustee may rely on them, on the other hand, only in the instance whereby they are received clearly, and legibly. In any other instance, the Trustee shall be responsible for demanding the receipt thereof in a manner enabling the reading and comprehension thereof as stated satisfactorily. 19.3 The Trustee shall not be obligated to notify any party of the signing of This Deed and shall not be permitted to interfere in any way whatsoever in the management of the Company’s businesses or affairs. That stated in this clause shall in no way restrict the Trustee in operations that it is required...
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Special Authorities. The trustee will be entitled to deposit all the deed and documents the bear witness to, represent, and/or determine his right regarding all assets at that time in his hands, in a safe and/or in another place of his choosing, with any banker, and/or with any attorney. If the Trustee does so, he will not be responsible for any losses caused in connection with this deposit, unless the Trustee acted with negligence or malice. The Trustee is entitled to within the framework of execution of the trusteeship matters according to the Deed of Trust; act according to his own opinion and/or according to the advice given by any attorney, accountant, assessor, appraiser, surveyor, mediator or any other expert, whether the opinion and/or advice were prepared at the Trustee’s and/or the Company’s request the Trustee will not be responsible for any losses or damages caused as a result of any action and/or failure on his part based on the advice or opinion as mentioned, unless the trustee acted with negligence or malice. Any Advice or opinion of this type can be given, sent or received in writing, by telegram, facsimile, and/or by any other electronic means for the transfer of information, and the Trustee will not be responsible for action taken based on the advice and/or opinion or information that was transferred by one of the abovementioned means despite there being errors therein and/or it not being authentic, unless the trustee acted with negligence or malice. The trustee will use the trusteeship forcibly, with authorities and licenses granted to him in accordance with this Deed, according to his absolute discretion and will not be responsible for any damages caused due to an error of his aforementioned discretion, unless the trustee acted with negligence or malice.
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Special Authorities. 20.1 The Trustee shall be entitled to deposit all of the deeds and documents that attest, represent and/or determine its right concerning any asset then in its possession, in a safe and/or in any other place of its choice, in the possession of any banker and/or any banking company and/or an advocate. 20.2 The Trustee is entitled, within the performance of the Trust affairs hereby, to act in accordance with the opinion and/or advice of any advocate, certified public accountant, appraiser, assessor, surveyor, mediator or other expert, whether such an opinion and/or advice has been prepared at the request of the Trustee and/or by the Company. The Trustee shall allow the Company to review any such opinion that the Company as paid for, upon demand. The provisions of this section do not exempt the Trustee of its responsibility by law. 20.3 Any such advice and/or opinion may be given, sent or received by a letter, telegram, facsimile and/or any other electronic data transfer medium. 20.4 The Trustee shall not be required to inform any party of the signing of this Deed of Trust and is not allowed to intervene in any way in the management of the business or affairs of the Company other than pursuant to the authorities that have been granted to the Trustee herein. 20.5 The Trustee shall faithfully use the powers, authorizations and authorities granted thereto hereby in good faith and reasonably.
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Special Authorities. The Trustee shall be permitted to deposit all of the deeds and documents which provide testimony, which represent and/or which set his entitlement in connection with any asset which is then in his possession, in a safe and/or in another location as he selects, with any banker and/or any banking Company and/or with any lawyer. Should the Trustee so do, he shall not be responsible for any loss that may be caused in connection with such a deposit, unless the Trustee acted with negligence or malice. The Trustee is permitted, within the scope of executing the trust affairs, under this deed, to act at his discretion and/or from the advice of any lawyer, accountant, appraiser, valuer, surveyor, agent or other expert, whether such a report and/or advice was prepared at the request of the Trustee and/or by the Company and the Trustee shall not be responsible for any loss or damage that may be caused as a result of any action and/or omission undertaken by him based upon such advice or report, unless the Trustee acted with negligence or with a lack of good faith. Any such advice and/or report may be provided, sent or received by letter, telegram, facsimile and/or any other electronic means for the transfer of data, and the Trustee shall not be responsible for any acts that he undertook based upon the advice and/or report or information that was sent by one of the means referred to above even if there is a mistake and/or if it was not authentic, unless the Trustee had acted with negligence or with a lack of good faith.
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Special Authorities. 21.1. The Trustee shall be entitled to deposit all of the instruments and documents that attest to, represent and/or determine its right with respect to any asset found at that time in its hands in a safe and/or any other place of its choice, with any banker and/or banking company and/or attorney.
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Related to Special Authorities

  • Governmental Authorities From the date of this Agreement and until the End Date, the Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.

  • Governmental Authorities; Consents No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Government Authorizations Section 1.1 (a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

  • Approvals of Governmental Bodies As promptly as practicable after the date of this Agreement, Buyer will, and will cause each of its Related Persons to, make all filings required by Legal Requirements to be made by them to consummate the Contemplated Transactions (including all filings under the HSR Act). Between the date of this Agreement and the Closing Date, Buyer will, and will cause each Related Person to, cooperate with Sellers with respect to all filings that Sellers are required by Legal Requirements to make in connection with the Contemplated Transactions, and (ii) cooperate with Sellers in obtaining all consents identified in Part 3.2 of the Disclosure Letter; provided that this Agreement will not require Buyer to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorization.

  • Governmental Entities 19.1 For those customers, which are government entities, provisions within this agreement will apply to the extent the agency is not legally barred from executing such provisions by State or Federal law.

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

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