Specific Authority. The Owner Trustee is hereby authorized and directed to execute and deliver the Eligible Lender Trust Agreement (Issuer) and the Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the Eligible Lender Trust Agreement (Issuer) and the Basic Documents.
Specific Authority. The Owner Trustee is hereby authorized and directed to take the following actions:
(a) Execute the Certificate of Trust;
(b) Execute and deliver the Administration Agreement and the Back-up Agreement and on behalf of the Trust, as well as the Trust Related Agreements, including without limitation, the Trust Certificates and any other document contemplated by the foregoing, in each case in such form as the Administrator shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof; and
(c) Execute and deliver on behalf of the Trust any documents necessary or appropriate, in such form as the Administrator shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, to cause the repurchase by XXXX or the Trust, as the case may be, of any Student Loan Note required to be repurchased in accordance with the XXXX Guaranty Agreements.
Specific Authority. Subject to the terms of this Agreement, the Manager shall have the sole power and authority to bind or take any action on behalf of the Company, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company (i) under this Agreement or any other agreement, instrument, or other document to which the Company is a party, or (ii) pursuant to applicable law or regulation. Without limiting the generality of the foregoing, the Manager shall directly have the following powers and the Manager is authorized on behalf of the Company to do or cause to be done the following:
(1) admit and remove Members, accept and acquire licenses to Member Data, and issue and redeem Shares;
(2) form a Subsidiary or make an investment in any other Entity or enter into any joint venture, partnership or other profit sharing relationship;
(3) provide all consents and approvals on behalf of the Company with respect to the Database;
(4) grant third parties Access to all or any portion of the Database for such consideration, and on such other terms and conditions, as the Manager shall determine is in the best interests of the Company, subject to the Member Data Policies;
(5) prepare and distribute, or cause to be prepared and distributed, the statements and reports described in Article 7;
(6) engage or change the Company’s auditor or accounting firm;
(7) institute, conduct, defend or settle legal or arbitration proceedings;
(8) pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Company;
(9) pay any dividends, make any distributions or redeem or purchase any of the Company’s outstanding Equity Securities, subject only to any express limitations or conditions thereto set forth in this Agreement; provided that this provision shall not in and of itself obligate any Member or to sell any Equity Securities to the Company;
(10) amend, alter, repeal or waive any provision of this Agreement, the Certificate or the Management Agreement, or the organizational documents of any Subsidiary, subject only to any express limitations or conditions thereto set forth in this Agreement;
(11) enter into, modify, waive or terminate any agreement with, or enter into, modify or terminate any transaction with, any Company Party, subject only to any express limitations or conditio...
Specific Authority. 22 Section 8.03
Specific Authority. The Owner Trustee is hereby authorized and directed to take the following actions:
(a) execute the Certificate of Trust substantially in the form of Exhibit 3 hereto; and
(b) execute and deliver on behalf of the Trust, the Trust Related Agreements, including without limitation, the Trust Certificates and any other document contemplated by the foregoing; in each case, in such form as the Administrator shall approve, as evidenced conclusively by the Owner Trustee's execution thereof.
Specific Authority. The General Partner is hereby granted the right, power and authority to do on behalf of the Partnership all things that, in the General Partner’s judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities including, but not limited to, the right, power and authority: to incur all expenditures; to employ and dismiss from employment any and all employees, agents, independent contractors, brokers, attorneys and accountants; to acquire, hold, lease, sell or otherwise deal with all or any portion of any Partnership property for any Partnership purpose; to arbitrate, settle or defend any claim by, against or involving the Partnership; to borrow money on behalf of the Partnership and use as security therefor all or any part of any Partnership property; to loan funds to any Partner on terms and conditions deemed reasonable by the General Partner; to acquire, purchase, lease, alter, improve, repair, maintain, operate, replace or rebuild any property, real or personal, in connection with the conduct of the Partnership’s business; to obtain replacement of debt obligations related in any way to any property owned by the Partnership; to repay in whole or in part, refinance, recast, modify, consolidate or extend any debt obligations relating in any way to any property owned by the Partnership; to procure and maintain insurance covering all property of the Partnership and its operations; to do any and all of the foregoing at such price, or amount and upon such terms as the General Partner deems proper; and to execute, acknowledge, swear to and deliver any and all instruments to effectuate any and all of the foregoing. The General Partner is also authorized to apply for and receive advances under any loan obtained by the Partnership and give valid receipt therefor. Any and all lawful acts heretofore taken by the General Partner that are permitted under this Section 7.3 are hereby ratified and confirmed by the Partners as the acts and deeds of the Partnership.
Specific Authority. Without limiting the generality of Subsection 3.1 and subject to the terms of Subsection 3.10, all Members agree that the Board of Managers shall, exercising sole discretion, have the right and power to take any and all of the following actions, except to the extent such rights and powers may be limited by other provisions of this Agreement:
(1) liquidating and dissolving the REIT prior to the end of the Indemnification Period;
(2) settling and/or satisfying any Indemnification Claims made by Purchaser under the Sale Agreement;
(3) using any or all of the Holdback Amount to pay any post-closing costs and expenses associated with the transactions contemplated by the Sale Agreement;
(4) setting aside reserves and/or provisions in connection with any Indemnification Claim, which reserves shall be established in the sole discretion of the Board of Managers;
(5) paying any and all transaction fees and expenses incurred by the Company and/or the REIT in connection with the transactions contemplated by the Sale Agreement from the Holdback Amount and the Cash Reserve Amount;
(6) the distribution of Company cash, other than the Holdback Amount which shall only be distributed in accordance with Section 5.5 hereof;
(7) the investing of Company funds, including the Holdback Amount;
(8) the making of any expenditures, including, without limitation, those incurred in connection with or relating to the business of the Company, and the Board of Managers may use any or all of the Cash Reserve Amount to pay for such expenditures;
(9) the use of the assets of the Company in connection with the business of the Company;
(10) the negotiation, execution and performance of any contracts, conveyances or other instruments;
(11) the maintenance of insurance for the benefit of the Company and the Members;
(12) the control of any matters affecting the rights and obligations of the Company, including the conduct of litigation and the incurring of legal expense and the settlement of claims and litigations;
(13) the indemnification of any person against liabilities and contingencies to the extent permitted by law;
(14) the making or revoking of the elections referred to in Code Section 754 or any similar provision enacted in lieu thereof, or any corresponding provision of state tax laws (and each Member will, upon request of the Manager, supply the information necessary to properly give effect to such elections);
(15) the filing of such amendments to the Certificate of Formation as may b...
Specific Authority. 27 Section 8.03.
Specific Authority. Owner specifically authorizes Broker to perform all or any of the following acts:
A. Place sign(s) on the Property advertising the availability of the Property as advised by owner.
B. Advertise the Property.
C. Place information concerning the Property on Internet sites.*
D. Accept deposits from potential purchasers or lessees; and
E. Communicate the availablity of the Property and distribute documents and information regarding the Property to other brokers and potential purchasers or lessees. * Listing Firm cannot control Property information appearing on Internet websites which obtain information from sources other than the Listing Firm’s Services.
Specific Authority. Section 1001.41, Florida Statutes
