Specific Powers and Authority Sample Clauses

Specific Powers and Authority. Without limiting the generality of the powers and authority set forth in Section 4.2 (and subject to the qualifications set forth above including, without limitation, Section 2.4), the specific powers of the Managing Trustee shall include the following: (a) For such consideration as the Managing Trustee deems proper, to purchase or otherwise acquire for cash or other property and hold for investment real or personal property of any kind, tangible or intangible, in entirety or in participation, all without regard to whether any such property is authorized by law for the investment of trust funds, and to possess and exercise all the rights, powers and privileges relating to the ownership of the Trust Property with respect thereto; (b) To sell, rent, lease, hire, exchange, release, partition, assign, mortgage, pledge, hypothecate, grant security interests in, encumber, negotiate, convey, transfer or otherwise dispose of or grant interests in all or any portion of the Trust Property by deeds, financing statements, security agreements and other instruments, trust deeds, assignments, bills of sale, transfers, leases or mortgages for any of such purposes; (c) To enter into leases, contracts, obligations and other agreements for a term which may extend beyond the term of office of the Managing Trustee, (d) To borrow money and give negotiable or nonnegotiable instruments therefor: to grantee, indemnify or act as surety with respect to payment or performance of obligations of third parties; to enter into other obligations on behalf of the Trust; and to assign, convey, transfer, mortgage, subordinate, pledge, grant security interests in, encumber or hypothecate the Trust Property to secure any of the foregoing; (e) To lend money, whether secured or unsecured, to any Person; (f) To create reserve funds for any purpose; (g) To incur and pay out of the Trust Property any charges or expenses, and disburse any funds of the Trust, which charges, expenses or disbursements are, in the opinion of the Managing Trustees, necessary or incidental to or desirable for the carrying out of any of the purposes of the Trust or conducting the business of the Trust, including, without limitation, tax and other governmental levies, charges and assessments, of whatever kind or nature, imposed upon or against the Managing Trustees in connection with the Trust or the Trust Property or upon or against the Trust Property or any part thereof; (h) To deposit funds of the Trust in or with banks, ...
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Specific Powers and Authority. In the administration of the Trust, in addition to any powers or authority conferred by this Declaration or which the Trustees may have by virtue of any present or future statute or rule of law, the Trustees, without any action or consent by the Shareholders, shall have and may exercise at any time and from time to time the following powers and authority, which may or may not be exercised by them in their sole judgment and discretion and in such manner and upon such terms and conditions as they may from time to time deem proper: (i) To accept subscriptions and capital in exchange for Shares of Beneficial Interest and to issue certificates evidencing the same; (ii) To develop, buy, acquire, invest in, maintain, improve, operate, hold, lease, finance, refinance, sell or otherwise dispose of, or in any other manner deal with or exercise powers and privileges with respect to, real or personal (including both tangible and intangible) property of any type or description, including, without limitation, debt or equity interests in one or more other entities, or any interest therein or part thereof, including the Partnership Interests in the Underlying Partnership (including, without limitation, exercising voting rights with respect to Trust property constituting such interests), upon such terms and for such consideration as they deem proper; (iii) To make such contracts and enter into such other arrangements (including contracts and arrangements with Shareholders and their affiliates) from time to time as they deem expedient in the conduct of the Business; (iv) To borrow money or guarantee the indebtednesses or contractual obligations of others, and to pledge and/or mortgage any or all of the Trust property as security therefor; (v) To loan money, with or without security, on such terms as they deem proper; (vi) To receive or xxx for all monies at any time becoming due to the Trust; (vii) To bring, defend, and compromise actions or arbitrations, in the name of the Trust or the Trustees, at law or in equity; (viii) To employ or retain as independent contractors any persons or entities (“Persons”), including Trustees, Shareholders, or any affiliate(s) of any of them, to perform services related to the conduct of the business of the Trust and the administration of the Trust, to confer upon such Persons such powers and authority as the Trustees may deem expedient, and to pay such Persons reasonable compensation for their services; (ix) To consent to, and participate i...
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Specific Powers and Authority. Subject only to the express limitations contained in this Declaration and in addition to any powers and authorities conferred by this Declaration or which the Trustees may have by virtue of any present or future statute or rule or law, and also subject to the REIT Provisions of the Internal Revenue Code, the Trustees, without any action or consent by the Shareholders, shall have and may exercise at any time and from time to time the following powers and authorities which may or may not be exercised by them in their sole judgment and discretion and in such manner and upon such terms and conditions as they may from time to time deem proper: (a) to retain, invest and reinvest the capital or other funds of the Trust in, and to acquire, purchase, or own, mortgage and/or equity interests in real or personal property of any kind, all without regard to whether any such property is authorized by law for the investment of Trust funds or whether any investments may mature before the possible termination of the Trust, and to possess and exercise all the rights, powers, and privileges appertaining to the ownership of the Trust Estate and to increase the capital of the Trust at any time by the issuance of additional Shares or Securities of the Trust for such consideration as they deem appropriate; (b) without limitation of the powers set forth in paragraph (a) above, for such consideration as they deem proper, to invest in, purchase, or otherwise acquire for cash or other property or through the issuance of Shares or through the issuance of notes, debentures, bonds, or other obligations of the Trust and hold for investment real, personal or mixed, tangible or intangible, property of any kind wherever located in the world, including without (i) the entire or any participating interest in rents, lease payments, or other income from, or the entire or any participating interest in the profits from, or the entire or any participating interest in the equity or ownership of, Real Property; (ii) the entire or any participating interest in notes, bonds, or other obligations which are secured by Mortgages; (iii) in connection with any such investment, purchase or acquisition, a share of rents, lease payments, or other gross income from or a share of the profits from or a share in the equity or ownership of Real Property, either directly or through joint venture, general or limited partnership, or other lawful combinations or associations; (iv) loans secured by the pledge or trans...
Sample 1
Specific Powers and Authority. In the administration of the Trust, in addition to any powers or authority conferred by this Agreement the trustee shall have and may exercise at any time and from time to time, without any action or consent by the Stockholders, the following powers and authorities which may or may not be exercised by them in their sole judgment and discretion and in such manner and upon such terms and conditions as they may from time to time deem proper: I. To purchase or otherwise acquire real or personal property, and to sell, exchange, mortgage, pledge, lease, or in any manner deal with the property of the Trust or any part thereof, or any interest therein (including, but not limited to, the assets of any entity owned by the Trust), upon such terms and for such considerations as they deem proper; II. To make such contracts as they deem expedient in the conduct of the business of the Trust. III. To borrow money to further the purposes of the Trust and/or to guarantee the obligations of or the repayment of the loans of other parties, and to pledge or mortgage any of the Trust property as security therefore, even though said pledge or mortgage may be for a period beyond the duration of the Trust. IV. To loan money, with or without security, on such terms as they deem proper. V. To receive or sue for all monies at any time becoming due to the Trust. VI. To compromise, settle, or refer to arbitration or mediation or defend by legal action any claims against or rights of the Trust. VII. To rely upon the opinion or advice of any persons deemed competent by the Trustees, to employ any person or persons, including Trustees, to perform services related to the conduct of the business of the Trust and the administration of the Trust, to confer upon such persons such powers and authority as the Trustees may deem expedient, and to pay such persons reasonable compensation for their services. VIII. To consent to, and participate in, any plan of reorganization, consolidation, merger or other similar plan, including the acquisition of interest in one or more other entities, and consent to any contract, lease, mortgage, purchase, sale or other action pursuant to such plan. IX. To hold bonds, shares or other securities in bearer form, and to cause legal title to any Trust property to be held in the name of one or more nominees. X. To determine whether and in what manner any item should be charged, credited and/or allocated to income and/or corpus. To do such other things and incur such ot...
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Specific Powers and Authority. In the administration of the Trust, in addition to any powers or authority conferred by this Agreement and Declaration of Trust or which the Trustees may have by virtue of any present or future statute or rule of law, the Trustees, without any action or consent by the Shareholders, shall have and may exercise at any time and from time to time the following powers and authorities which may or may not be exercised by them in their sole judgement and discretion and such manner and upon such terms and conditions as they may from time to time deem proper. (i) To purchase or otherwise acquire real or personal property, and to sell, exchange, mortgage, pledge, lease, or in any manner deal with the property of the Trust or any part thereof, or any interest therein, upon such terms and for such considerations as they deem proper. (ii) To make such contracts as they deem expedient in the conduct of the business of the Trust. (iii) To borrow money to further the purpose of the Trust, and to pledge the Trust property as security therefor. (iv) To loan money, with or without security, on such terms as they deem proper. (v) To receive or xxx for all monies at any time becoming due to the Trust. (vi) To compromise or refer to arbitration any claims against or rights of the Trust. (vii) To employ any person or persons, including Trustees, to perform services related to the conduct of the business of the Trust and the administration of the Trust, to confer upon such persons such powers and authority as the Trustees may deem expedient, and to pay such persons reasonable compensation for their services. (viii) To consent to, and participate in, any plan of reorganization, consolidation, merger or other similar plan and to consent to any contract, lease, mortgage, purchase, sale or other action pursuant to such plan. (ix) To hold title in the name of a nominee. (x) To do such other things and incur such other obligations as in their judgement will advance the purposes of the Trust.
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Specific Powers and Authority 
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Related to Specific Powers and Authority

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Incorporation and Authority (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

  • Existence and Authority Each Loan Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (which jurisdiction is identified in Section 1(a) of the Perfection Certificate) and is qualified to do business in each jurisdiction in which the operation of its business requires that it be qualified (which each such jurisdiction is identified in Section 1(a) of the Perfection Certificate) or, if such Loan Party is not so qualified, such Loan Party may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Agent’s rights. Each Loan Party has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. The execution, delivery and performance by each Loan Party Obligor of this Agreement and all of the other Loan Documents to which such Loan Party Obligor is a party have been duly and validly authorized, do not violate such Loan Party Obligor’s Governing Documents or any applicable law or any material agreement or instrument or any court order which is binding upon any Loan Party or its property, do not constitute grounds for acceleration of any Indebtedness or obligation under any material agreement or instrument which is binding upon any Loan Party or its property, and do not require the consent of any Person. No Loan Party is required to obtain any government approval, consent, or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the execution, delivery or performance of any of the Loan Documents. This Agreement and each of the other Loan Documents have been duly executed and delivered by, and are enforceable against, each of the Loan Party Obligors who have signed them, in accordance with their respective terms. Section 1(f) of the Perfection Certificate sets forth the ownership of each Borrower and its Subsidiaries and, as of the Second Amendment Effective Date, Holdings.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Corporate Power and Authority The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.