Sufficient Powers. Purchasers and their attorneys–in-fact, regarding their acts in the name and on behalf of Purchasers, as of the Closing Date, have full powers and authority as may be necessary to accept, agree on this Offer and execute it and the remaining offers and documents related hereto, to cause fulfilment of the obligations undertaken by Purchasers hereunder and under the remaining offers and documents related hereto, to consummate the transactions contemplated in this Offer and/or the remaining offers and documents related hereto, which have been duly authorized.

Sufficient Powers. (1) The Buyer and its representatives, with respect to their actions in the name of and on behalf of the Buyer, shall have at the Closing Date full authority and powers necessary to accept, agree and enter into this Agreement and all other agreements and documents relating thereto, to bind compliance with and subject to the Authorization, to perform the obligations undertaken by the Buyer under this Agreement, and under all other agreements and documents relating thereto, and to perform the transactions under this Agreement, and under all other agreements and documents relating thereto, which have been duly authorized. (2) This Agreement, and any other agreement or document related to this Agreement, is or has been duly signed, granted and entered into by the Buyer and/or its agents, and constitutes or shall constitute, as the case may be, a valid, legally binding and enforceable obligation of the Buyer, enforceable by law in accordance with all the terms thereto. (3) Except as otherwise provided in this Agreement, entering into, granting, performing and executing this Agreement, and any other agreement or document hereunder, does not and shall not require the Buyer to obtain any other consent, waiver, authorization or approval from any person, entity or governmental authority, except as provided herein. (4) Entering into, granting and perfing this Contract, and any other contract or document hereunder, by the Buyer: (i) does not violate any provision of any applicable law or regulation to which the Buyer may be subject; (ii) does not violate or result in a violation or breach of, or constitutes cause for termination, modification or expiration, in whole or in part of, of any term or condition of any contract, agreement or covenant under which the Buyer and/or any of its property is bound; and (iii) does not violate any resolution, decision or ruling of any governmental or judicial authority applicable to the Buyer. (5) The Buyer is not in a state of cessation of payments, has not requested the formation of its reorganization proceeding or its own bankruptcy, and does not have bankruptcy applications in process.

Sufficient Powers. (1) The Purchasers and its agents, regarding its actions in its name and behalf of the Purchasers, have at the Closing Date, the power and authority required to formulate, agree and subscribe this Offer and the remaining offers and documents related with herein, to obligate themselves the compliance, comply with the obligations assumed by the Purchasers under this Offer, and under the remaining offers and documents related herein, and to carry out the transactions contemplated in this Offer and/or in the remaining offers and documents related to herein, which have been duly authorized. (2) This Offer, as well as any other Offer or documented related to herein, is or has been duly subscribed, granted, held by the Purchasers and/or its agents, and constitute or will constitute, as the case may be, a legal, valid and binding obligations for the Purchasers, legally enforceable pursuant all its respective terms. (3) The granting, acceptance, compliance and execution of this Offer and of any other offer or document related to herein, does not require nor shall require that Purchasers obtain any other consent, waiver, authorization or approval of any person, entity or authority or Governmental or judicial Authority applicable to the Purchasers. (4) The granting, acceptance and compliance of this Offer, and of any other offer or document related to herein, by the Purchasers: (i) does not violate any disposition of any regulation or law that the Purchasers may be subject to; (ii) does not violate or result in violation or unfulfillment or constitute grounds for termination, modification or total or partial expiration of any term or condition of any contract, agreement or settlement under which the Purchasers and any of its assets, would be obliged or reached; and (iii)does not violate any resolution, decision or judgment form any Governmental or judicial Authority applicable to the Purchasers. (5) The Purchasers are not in default of payments, nor have requested for its reorganization proceeding neither its bankruptcy nor they have requests for bankruptcy. (6) It does not result in the creation or imposition of Encumbrances on the Company and/or any of the Company’s assets and/or respective Shares, except for the Pledge.

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INVESTMENT POWERS Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (Choose (a) or (b)) [ ] (a) May not exceed 10% of Plan assets. [X] (b) May not exceed 100% of Plan assets. [Note: The percentage may not exceed 100%.]
Appointment; Powers Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.
Other Powers A Receiver may: (a) do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law; (b) exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and (c) use the name of the Chargor for any of the above purposes.
Police Powers The Grantee agrees to comply with the terms of any lawfully adopted generally applicable local ordinance necessary to the safety, health, and welfare of the public, to the extent that the provisions of the ordinance do not have the effect of limiting the benefits or expanding the obligations of the Grantee that are granted by this Franchise. This Franchise is a contract and except as to those changes which are the result of the Grantor’s lawful exercise of its general police power, the Grantor may not take any unilateral action which materially changes the mutual promises in this contract.
Corporate Power; Authorization The Borrower has the corporate power, and has been duly authorized by all requisite corporate action, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Borrower.
Further Powers The Trustees shall have the power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. The Trustees will not be required to obtain any court order to deal with the Trust Property.
Purpose; Powers The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purpose.
No Other Powers The Trustee will not permit the Trust to engage in any business activity or transaction other than those activities permitted by Section 2.03 hereof.
Trustee Powers As an extension and not a limitation of all common law and statutory authority, and except where in conflict with any other provision in the Trust, the Trustee shall have the following powers and authority: To accept and receive property, real or personal, from the Grantor, from the Grantor’s estate or from any other estate, trust or person, and to hold the same as a part of the Trust. To collect income, interest, dividends, rents and profits. To retain any part or all of the property, real or personal, received to be held in trust hereunder in the form of investments, and to invest and reinvest the property of the Trust in any investments as the Trustee may deem proper without regard for the principles of diversification or whether any form of investment would ordinarily be considered as suitable for a trustee to make or hold; and to retain any real estate or tangible personal property received to be held in trust hereunder and/or to acquire any real property and/or tangible personal property, permitting the Beneficiaries to make such use thereof as is advisable and commensurate with their beneficial interests, and to make repairs and improvements and pay taxes, insurance premiums and other charges with respect thereto as the Trustee may deem advisable. To sell any real or personal property of the Trust at public or private sale for cash or on credit or to exchange the same on terms as the Trustee may deem advisable; to lease any real or personal property of the Trust at times and on terms as the Trustee may deem advisable, whether or not the lease may extend beyond the term of any trust. To borrow for the purposes of the Trust and to mortgage or pledge any real estate or personal property as security for any such loans. To foreclose by entry or otherwise, extend, assign or give partial releases of any mortgages, to discharge mortgages or liens on real or personal property. To sign, seal, execute and deliver all proper and necessary conveyances and instruments for the purposes of the Trust. To grant options for the sale or exchange of any property. To vote in person or by proxy upon all stocks or other securities held and to exercise all conversion, subscription, voting and other rights of whatever nature pertaining to the property of the Trust and to pay any sums as may be deemed advisable in connection therewith; and to exercise stock options. To participate in any plan of reorganization, consolidation or merger, to deposit any property of the Trust under any such plan or with any protective or reorganization committee, to delegate to such committee discretionary power with respect thereto, to pay a proportionate part of the expenses of the committee and any assessments levied under any plan and to accept and retain new securities received in pursuance of any plan. To hold securities or any real or other personal property in the name of a nominee or nominees, or in any other form. To employ legal counsel, investment counsel and agents, to decide whether or not to act upon their recommendations and to pay to them reasonable compensation from the Trust Estate. To take any proceedings at law or in equity with reference to or in any matter concerning the Trust and to represent the interests of the Trust in any proceedings, with power to compromise or refer to arbitration any dispute in any way affecting the same. To take steps and to do any acts which may be deemed necessary or proper for the due care and management of the Trust. To value all property to be divided or distributed at then current fair market values, and, in the Trustee’s discretion, to convert all or any part of such property into money and to make division or distribution thereof in kind or in money To refuse to accept property as a trust asset if such property could result in liability to the Trust or otherwise impair the value of any Trust Estate. To place any portion or all of the trust funds in any custodial or agency account or other similar account administered by a banking institution or trust company and to rely upon their investment decisions, such not constituting an unauthorized delegation of the Trustee’s duties; provided that this paragraph shall not be applicable if the Trustee is a corporate Trustee. To have dealings between or among separate trusts or trust shares hereunder, including the purchase, sale or exchange of assets, or the borrowing or lending of money, on such reasonable terms as may be appropriate in the circumstances. To open and maintain checking or savings accounts in any bank or banks and to designate any one or more persons to execute checks or make withdrawals therefrom. To make loans to any person or persons upon such reasonable terms as the Trustee may determine, provided that no loan shall be made to any person who is also serving as a Trustee hereunder.
Ownership Powers To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;

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