Specific Case Authorization Sample Clauses

Specific Case Authorization. Subject to the terms and provisions of subparagraph (a) of this Section 18.4, any indemnification under Section 18.1 or Section 18.2 of this Operating Agreement, unless ordered by a court of competent jurisdiction or advanced in accordance with Section 18.3 of this Operating Agreement, may be made by the Company only as authorized in the specific case upon a determination that indemnification is proper in the circumstances. Except as prohibited by the last sentence of Section 18.2 of this Operating Agreement, the Members hereby agree that in each specific case the Members shall deem indemnification of a current or former Member to be proper in the circumstances and shall authorize unanimously the indemnification of every current or former Member except in any case in which liability of such current or former Member is determined by Members holding more than FIFTY PERCENT (50%) of the outstanding Membership Voting Interests that are not owned by parties to the act, suit or proceeding at issue to have resulted from or have been caused by acts or omissions of such Member that involved intentional misconduct, fraud or a knowing violation of law. In every case, the determination that indemnification is proper in the circumstances may be made under any of the following subparagraphs (i) through (iv): (i) By the vote or written consent of a majority of the authorized number of Managers; provided, however, that the Managers shall have no authority to, and shall not, determine that indemnification is proper for any person in any case in which liability of such person is determined by a majority of the authorized number of Managers to have resulted from or have been caused by acts or omissions of such person that involved intentional misconduct, fraud or a knowing violation of law; or (ii) By the vote or written consent of Members holding more than FIFTY PERCENT (50%) of the outstanding Membership Voting Interests that are not owned by parties to the act, suit or proceeding; provided, however, that the Members shall have no authority to, and shall not, determine that indemnification is proper for any person in any case in which liability of such person is determined by Members owning more than FIFTY PERCENT (50%) of the Membership Voting Interests that are not owned by parties to the act, suit or proceeding at issue to have resulted from or have been caused by acts or omissions of such person that involved intentional misconduct, fraud or a knowing violation of law;...
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Related to Specific Case Authorization

  • Overtime Authorization All overtime will be authorized in advance by the

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • WORK AUTHORIZATIONS The State will issue work authorizations using the form included in Attachment D (Work Authorizations and Supplemental Work Authorizations) to authorize all work under this contract. The Engineer must sign and return a work authorization within seven (7) working days after receipt. Refusal to accept a work authorization may be grounds for termination of the contract. The State shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to work not directly associated with or prior to the execution of a work authorization. Terms and conditions governing the use of work authorizations are set forth in Attachment A, General Provisions, Article 1.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Prior Authorization A determination to authorize a Provider’s request, pursuant to services covered in the MississippiCAN Program, to provide a service or course of treatment of a specific duration and scope to a Member prior to the initiation or continuation of the service.

  • Work Authorization By entering into this Agreement, the Judicial Council only authorizes the Criteria Architect to begin its Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made in the form of an amendment pursuant to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Criteria Architect and the Judicial Council. Work for additional Phases added to the Agreement by amendment will be authorized using Notice to Proceed. Criteria Architect is not authorized to begin any work or services marked “NYA” (Not Yet Authorized).

  • LEGAL AUTHORIZATION (a) The Sub-Recipient certifies that it has the legal authority to receive the funds under this Agreement and that its governing body has authorized the execution and acceptance of this Agreement. The Sub-Recipient also certifies that the undersigned person has the authority to legally execute and bind Sub-Recipient to the terms of this Agreement.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

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