Special Powers Sample Clauses

Special Powers. 18.1 The Trustee may, as part of the fulfillment of the Trust affairs under this Deed, act in accordance with the opinion and/or advice of any attorney, accountant, appraiser, assessor, surveyor, mediator or other specialist, whether such opinion and/or advice has been prepared at the Trustee's request and/or by the Company, and the Trustee shall not be responsible for any loss or damage caused in consequence of any act and/or omission performed by it on the basis of such advice or opinion, unless the Trustee has acted negligently or mala fide. 18.2 Any such advice and/or opinion may be given, forwarded or received by means of a letter, telegram, facsimile and/or any other electronic means for transmission of information, and the Trustee shall not be responsible for any acts performed by it on the basis of any advice and/or opinion and/or information transmitted in one of the aforesaid manners, notwithstanding that same contained errors and/or was not authentic, unless the Trustee was aware of such errors or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demand. 18.3 The Trustee shall not be obligated to give notice to any party of the execution of this Deed and may not in any manner interfere with the management of the Company's business or affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed. 18.4 The Trustee shall use the trust, powers, authorizations and authorities conferred on it, under this Deed, at its absolute discretion and shall not be responsible for any damage caused in consequence of an error in such discretion, unless the Trustee has acted negligently.

Special Powers. The President and Chief Executive Officer or any officer may be vested by the Board of Directors with any power and charged with any duty not contrary to law or inconsistent with this Agreement.

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Special Powers. 29 ARTICLE IX

Special Powers. The council of the Regional Government may adopt or pass by-laws, resolutions or other acts in respect of:

Special Powers. 21.1. The Trustee may, within the performance of the trust matters under this Deed, commission an opinion or written counsel of any attorney, accountant, assessor, appraiser, surveyor, broker or other expert (hereinafter: the “Consultants”), whether such opinion or counsel was prepared at the request of the Trustee and/or by the Company, and to act based on its conclusions, and the Trustee will not be responsible for any loss or damage caused as a result of any action or omission performed thereby in reliance on the counsel or opinion as stated, unless the Trustee acted negligently (excluding negligence exempt under law, as the case may be from time to time) and/or in bad faith and/or maliciously. The Trustee will provide a copy of the opinion or counsel as stated for the review of the Bondholders and the Company, at their request. The Company will bear all of the wages and reasonable expenses of hiring the advisors appointed as stated. The Trustee and the Company will reach an agreement as to a list of no more than three reputable consultant firms with relevant expertise, which the Trustee may contact for fee proposals as stated. The Company will select one offer from the offers submitted, and may conduct negotiations with the offices as to their proposals. 21.2. Any such counsel or opinion may be provided, sent or received through a letter, telegram, facsimile or any other electronic means for the transfer of information, and the Trustee will not be responsible for actions performed in reliance on counsel or information or knowledge transferred in one of the methods mentioned above, despite the same containing errors or not being authentic, unless the errors or lack of authenticity could have been discovered with a reasonable examination, provided that the Trustee did not act negligently (excluding negligence exempt under law, as it may be from time to time) and/or in bad faith and/or maliciously. It is clarified that the documents may be transferred on the one hand, and the Trustee may rely on them, on the other hand, only in the event in which they are received in a clear manner, and when no difficulty arises in reading them. In any other case, the Trustee will be responsible to demand their receipt in a manner enabling their proper reading and understanding. 21.3. The Trustee will not be required to inform any party of signing this Deed and may not intervene in any manner in the management of the Company’s business or affairs. This section will not li...

Special Powers. The Chairman of the Board, the President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Trust Officer shall each have power and authority: To sign, countersign, certify, issue, assign, endorse, transfer and/or deliver notes, checks, drafts, bills of exchange, certificates of deposit, acceptances, letters of credit, advices for the transfer or payment of funds, orders for the sale and for delivery of securities, guarantees of signatures, and all other instruments, documents and writings in connection with the business of the Corporation in its corporate or in any trust or fiduciary capacity; To sign the name of the Corporation and affix its seal, or cause the same to be affixed, to deeds, mortgages, satisfactions, assignments, releases, proxies, powers of attorney, trust agreements, and all other instruments, documents or papers necessary for the conduct of the business of the Corporation, either in its corporate capacity or in any trust or fiduciary capacity; To endorse, sell, assign, transfer and deliver any stocks, bonds, mortgages, notes, certificates of interest, certificates of indebtedness, certificates of deposit and any evidences of indebtedness or of any rights or privileges which now are or may hereafter be held by or stand in the name of the Corporation, either in its corporate capacity, or in any fiduciary or trust capacity, and to execute proxies, powers of attorney or other authority with respect thereto; To accept on behalf of the Corporation any guardianship, receivership, executorship or any general or special trust specified in the Banking Law of the State of New York; To authenticate or certificate any bonds, debentures, notes, or other instruments issued under or in connection with any mortgage, deed of trust or other agreement or instrument under which the Corporation is acting as trustee or in any other fiduciary capacity; To sign, execute and deliver certificates, reports, checks, orders, receipts, certificates of deposit, interim certificates, and other documents in connection with its duties and activities as registrar, transfer agent, disbursing agent, fiscal agent, depositary, or in any other corporate fiduciary capacity. The powers and authority above conferred may at any time be modified, changed, extended or revoked, and may be conferred in whole or in part on other officers and employees by the Board of Directors or the Executive Committee.

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Additional Powers The Trustees shall have the power and authority on behalf of the Trust: (i) to employ, engage or contract with, or make payments to, such Persons as the Trustees may deem desirable for the transaction of the business of the Trust or any Series thereof, including, without limitation, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member, whether as agents or independent contractors of the Trust or any Series thereof, or as delegates of the Trustees, officers, or any other Person who may be involved with the management of the business affairs of the Trust or any Series thereof, to have such titles, and such rights, powers and duties as the Trustees may determine from time to time, to terminate any such employment, engagement or contract or other relationship, and to delegate to any such Person the supervision of any other Person that has been so employed, engaged or contracted with; (ii) to authorize the Trust to enter into joint ventures, partnerships and any other combinations or associations; (iii) to elect and remove such officers as they consider appropriate, including, without limitation, a president and a secretary; (iv) to authorize the Trust to indemnify any Person with whom the Trust has dealings, including, without limitation, any service provider employed pursuant to Article VII hereof, to such extent as the Trustees shall determine; (v) to authorize the Trust to purchase, and pay for out of Trust Property, (A) insurance policies insuring the Shareholders, Trustees, officers, employees and any other Persons, including, without limitation, any service provider employed pursuant to Article VII hereof, against any or all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity whether or not the Trust would have the power to indemnify such Person against such liability, (B) insurance for the protection of Trust Property, (C) insurance as may be required by applicable law, or (D) such other insurance as the Trustees shall deem advisable, in each case as the Trustees shall determine; (vi) to authorize the Trust to establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any Trustees, officers, employees and agents of the Trust; (vii) to authorize the Trust to guarantee indebtedness or contractual obligations of others; (viii) to determine and change the fiscal year of the Trust or any Series and the method by which its accounts shall be kept; (ix) to adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust; and (x) to engage in any other lawful act or activity in connection with or incidental to any of the powers enumerated in this Declaration, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.
General Powers The business and affairs of the corporation shall be managed by or under the direction of the board of directors.
INVESTMENT POWERS Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (Choose (a) or (b)) [ ] (a) May not exceed 10% of Plan assets. [X] (b) May not exceed 100% of Plan assets. [Note: The percentage may not exceed 100%.]
Special Power of Attorney (a) Each Partner irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement; (2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and (3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act. (b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership. (c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed under Section 6.2 of this Agreement, and as such the power of attorney: (1) will be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any Person granting the power of attorney, regardless of whether the Partnership, the General Partner, the Directors or any liquidator has had notice of the death or incapacity; and (2) will survive the delivery of a Transfer by a Partner of the Partner’s Units, except that, when the transferee of Units has been approved by the General Partner for admission to the Partnership as a substituted Partner, the power of attorney given by the transferor will survive the delivery of the assignment for the sole purpose of enabling the General Partner, the Directors or any liquidator to execute, acknowledge and file any instrument necessary to effect the substitution.
Statutory Powers For the purposes of all powers implied by statute the Secured Obligations shall be deemed to have become due and payable on the date of this Assignment.
Ownership Powers To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;
Organization; Powers Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
Legal Power The Purchaser has the requisite power to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement.
Appointment; Powers Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.
Delegation of Powers Subject to any limitations set forth in the Act, the member(s) may delegate any of its powers to officers of the Company or to committees consisting of persons who may or may not be member(s). Every officer or committee shall, in the exercise of the power so delegated, comply with any restrictions that may be imposed on them by the member(s).

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