STATEMENT OF AUTHORITY. Each person signing the Contract warrants that he/she is duly authorized to do so and binds the respective party to the Contract.
STATEMENT OF AUTHORITY. This Agreement shall be construed in accordance with the laws of the State of Indiana.
STATEMENT OF AUTHORITY. This Agreement shall be construed in accordance with the laws of the State of Georgia.
STATEMENT OF AUTHORITY. 5.1 Without prejudice to Clause 5.2, from and after the Start Date, Project Co hereby authorises the Transporter to undertake the following activities on its behalf under the DES SPA:
5.1.1 to exercise any rights or discretion of Project Co under the DES SPA without consulting or obtaining the prior consent of the Project to the extent that the proposed exercise of such rights or discretion is in the ordinary course and in respect of matters that would customarily be considered as business-as-usual (as determined by the Transporter, acting reasonably); and
5.1.2 following consultation with Project Co, to exercise any rights or discretion of Project Co under the DES SPA where the proposed exercise of such rights or discretion is other than in the ordinary course or in respect of matters that would not customarily be considered as business-as-usual, including:
(A) declaring an event of force majeure under the DES SPA; and
(B) dealing with a cargo that is not compliant with the specifications for LNG set out in Section 12.1 of the DES SPA; provided that, in the case of Clauses 5.1.1 or 5.1.2 during an Optional Service Period, at Project Co’s reasonable request, Transporter shall consult with and, if required by Project Co, seek consent from Project Co for any of the matters raised above or otherwise proceed with such matters in the manner directed by Project Co.
5.2 The following matters shall constitute “Reserved Matters” and shall be undertaken only by Project Co (or by Transporter with the prior written consent and/or at the express instruction of Project Co):
5.2.1 proposing any material amendment, modification, supplemental or ancillary agreement to the DES SPA or agreeing to any material amendment, modification, supplemental or ancillary agreement to the DES SPA proposed by DES Buyer;
5.2.2 initiating any dispute with DES Buyer under the DES SPA, making any material claims under the DES SPA or handling any material claims made under the DES SPA;
5.2.3 claiming and handling the management of any termination events arising under the DES SPA and otherwise enforcing its rights under the DES SPA; and
5.2.4 responding to any notice of dispute or arbitral or expert proceeding initiated by XXX Xxxxx and handling the management of such dispute or arbitral or expert proceeding. Project Co shall reimburse the Transporter in respect of all costs and expenses incurred by or on behalf of the Transporter in connection with any Reserved Matter undertaken by the Transpo...
STATEMENT OF AUTHORITY. 2.5.1 The Company grants the Manager full power and authority to act on behalf of the Company pursuant to the terms of this Agreement, the Investment Guidelines, the Operating Guidelines, and relevant Instructions. For the avoidance of doubt, the Manager shall only have authority to act on behalf of the Company with respect to any of the Company’s assets or liabilities to the extent the Company authorizes the Manager pursuant to this Agreement, the Investment Guidelines, the Operating Guidelines and relevant Instructions.
2.5.2 To the extent the Company, as the holder of an Eligible Investment, has a proxy voting right, the Manager shall not exercise any such proxy voting right. Further, the Manager shall not exercise the Company’s power to exercise rights, options, warrants, conversion privileges, and redemption privileges, its right to tender securities pursuant to a tender offer, or its right as a creditor to declare or waive defaults or give consents except, as to any such powers, as the FRBNY directs in an Instruction. Subject to receipt of timely Instructions from the FRBNY, the Manager will use commercially reasonable efforts to elect on corporate actions within the timeframe prescribed by the Custodian or other agent of the Company and to exercise rights as a creditor within the timeframe prescribed by the administrative agent for the loan or as prescribed by the applicable loan documentation; provided, however, that the Company agrees the Manager shall not be liable to the Company, and the Company shall hold the Manager harmless from, any claims against the Manager arising from or in connection with the exercise, or failure to exercise, any such corporate action elections or other rights, options, warrants, conversion privileges, and redemption privileges, right to tender securities pursuant to a tender offer, or right to give consents or waivers or exercise other rights as a creditor (including, without limitation, claims arising as a result of Instructions being provided too late for the Manager, acting in a commercially reasonable manner, to effect the Instructions before an applicable deadline). The indemnity provided in the immediately preceding sentence is subject to the condition that the Manager has acted in good faith and in a commercially reasonable manner in attempting to act as per its good faith interpretation of any relevant Instructions, and any claim under the indemnity is subject to the procedures described in Subsections 15.6.2 a...
STATEMENT OF AUTHORITY. Owner owns the Property, including the Inside Wire, and has the authority to enter into this Agreement. FirstLink is a provider of shared telecommunications services, authorized to provide such services to the Property under the laws of the State of Oregon and is authorized to enter into this Agreement.
STATEMENT OF AUTHORITY. The Company grants the Manager full power and authority to act on behalf of the Company pursuant to the terms of this Agreement, the Investment Guidelines, the Operating Guidelines, and relevant Instructions. For the avoidance of doubt, the Manager shall only have authority to act on behalf of the Company with respect to any of the Company’s assets or liabilities to the extent the Company authorizes the Manager pursuant to this Agreement, the Investment Guidelines, the Operating Guidelines and relevant Instructions. To the extent the Company, as the holder of an Eligible
STATEMENT OF AUTHORITY. This Agreement shall be construed in accordance with the laws of the State of Vermont.
STATEMENT OF AUTHORITY. This Agreement shall be construed in accordance with the laws of the State of West Virginia.
STATEMENT OF AUTHORITY. (a) A limited liability company may deliver to the secretary of state for filing a statement of authority. The statement:
(i) Shall include the name of the company and the street and mailing addresses of its designated office;
(ii) With respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to:
(A) Execute an instrument transferring real property held in the name of the company; or
(B) Enter into other transactions on behalf of, or otherwise act for or bind, the company; and
(iii) May state the authority, or limitations on the authority, of a specific person to:
(A) Execute an instrument transferring real property held in the name of the company; or
(B) Enter into other transactions on behalf of, or otherwise act for or bind, the company.
(b) To amend or cancel a statement of authority filed by the secretary of state under W.S. 17-29-205(a), a limited liability company shall deliver to the secretary of state for filing an amendment or cancellation stating:
(i) The name of the company;
(ii) The street and mailing addresses of the company's designated office;
(iii) The caption of the statement being amended or cancelled and the date the statement being affected became effective; and
(iv) The contents of the amendment or a declaration that the statement being affected is cancelled.
(c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.
(d) Subject to subsection (c) of this section and W.S. 17-29-103(d) and except as otherwise provided in subsections (f), (g) and (h) of this section, a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person.
(e) Subject to subsection (c) of this section, a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:
(i) The person has knowledge to the contrary;
(ii) The statement has been cancelled or restrictively amended under subsection (b) of this section; or
(iii) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.
(f) Subject...
