Specific Authority; Special Authority of Beneficiary Trustees Sample Clauses

Specific Authority; Special Authority of Beneficiary Trustees. (a) Notwithstanding any other provision in this Agreement to the contrary and without the need for any additional consent of any Person, the Trustees, acting singly or collectively, are hereby authorized and directed to take the following action on behalf of the Trust: (i) execute, deliver and perform any agreements related to the issuance and sale of Transition Bonds, including the Trust Related Agreements, as necessary, (ii) execute and deliver all certificates and other documents required by any such agreements and (iii) issue and deliver one or more series of Transition Bonds in an aggregate principal amount not to exceed $4,000,000,000 plus the amounts in respect of any Refunding Issuance (as defined in the Indenture) in accordance with the provisions of such agreements and the Qualified Rate Order issued on May 14, 1998 and qualify and register the Transition Bonds for sale in various states. The Trustees, acting singly or collectively, are authorized to take all actions necessary or incidental to the day-to-day operations of the Trust. All non-day-to-day matters shall be determined by a majority of the then current Trustees, provided that, such majority must include the Independent Trustee (which may also be the Issuer Trustee) for all actions specified in Sections 4.02, 4.03 and 4.04 and any matter that would, if approved by the Trustees, cause the Trust to deviate from the provisions of Sections 2.03(a), 2.03(c), 2.04(b), 4.01 and 6.06(b) of this Agreement, subject to the provisions of Section 6.05. For purposes of determining a majority under this Agreement, each Person that is serving as a Trustee shall be counted as a single Trustee, even if such Person holds multiple Trustee positions (i.e., the vote of one Person that acts as both Delaware Trustee and Independent Trustee shall be counted only once).
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Specific Authority; Special Authority of Beneficiary Trustees. (a) Notwithstanding any other provision in this Agreement to the contrary and without the need for any additional consent of any Person, the Trustees, acting singly or collectively, are hereby authorized and directed to take the following action on behalf of the Trust: (i) execute, deliver and perform any agreements related to the issuance and sale of Transition Bonds, including the Trust Related Agreements, as necessary, (ii) execute and deliver all certificates and other documents required by any such agreements and (iii) issue and deliver one or more series of Transition Bonds in accordance with the provisions of such agreements and any qualified rate orders and qualify and register the Transition Bonds for sale in various states. The Trustees, acting singly or collectively, are authorized to take all actions necessary or incidental to the day-to-day operations of the Trust. Except as otherwise specifically provided, all non-day-to-day matters shall be determined by a majority of the then current Trustees; provided that, such majority must include the Independent Trustee (which may also be the Issuer Trustee) for all actions specified in Sections 4.02 and 4.03 and any matter that would, if approved by the Trustees, cause the Trust to deviate from the provisions of Sections 2.03(a), 2.03(c), 2.04(b), 4.01 and 12.01 of this Agreement (or any provisions that by the terms hereof require the consent of the Independent Trustee), subject to the provisions of Section 6.05. For purposes of determining a majority under this Agreement, each Person that is serving as a Trustee shall be counted as a single Trustee, even if such Person holds multiple Trustee positions (i.e., the vote of one Person that acts as Delaware Trustee, Issuer Trustee and Independent Trustee shall be counted only once).
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Related to Specific Authority; Special Authority of Beneficiary Trustees

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • No Duty of Investigation; No Notice in Trust Instruments, etc No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property, the Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.

  • No Duty of Investigation; Notice in Trust Instruments, Etc No purchaser, lender, transfer agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust or a Series thereof shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or a Series thereof or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust or a Series thereof. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or a Series thereof or undertaking made or issued by the Trustees may recite that the same is executed or made by them not individually, but as Trustees under the Declaration, and that the obligations of the Trust or a Series thereof under any such instrument are not binding upon any of the Trustees or Shareholders individually, but bind only the Trust Property or the Trust Property of the applicable Series, and may contain any further recital which they may deem appropriate, but the omission of such recital shall not operate to bind the Trustees individually. The Trustees shall at all times maintain insurance for the protection of the Trust Property or the Trust Property of the applicable Series, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable.

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to:

  • Authority and Duties of Owner Trustee Section 6.01.

  • Decision-Making Authority BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Products; provided that such decisions are not inconsistent with the express terms and conditions of this Agreement, including BMS’ diligence obligations set forth in Section 5.1.

  • Authority of Seller Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

  • Authority of Trustee An insurer shall accept the signature of the Trustee to any documents or papers executed in connection with such contracts. The signature of the Trustee shall be conclusive proof to the insurer that the person on whose life an application is being made is eligible to have a contract issued on his or her life and is eligible for a contract of the type and amount requested.

  • General Authority of the Collateral Agent By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

  • Authority of Manager (a) The Manager shall have the exclusive authority to manage the operations and affairs of the Company, shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company, and shall have all authority, rights, and powers conferred by law and those required or appropriate for the management of the Company business.

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