Trust Authority Sample Clauses

Trust Authority. Mackie, as sole trustee, has full authority to act on behalf of the Xxxxx Xxxxxx Irrevocable Trust, the Xxxxxxxx Xxxxxx Irrevocable Trust, the Xxxxxxxxx Xxxxx Irrevocable Trust and the Xxxxxxxx Xxxxxxx Irrevocable Trust to sell their portions of the Mackie Shares, and no consent is required of any other Person for Mackie to enter into this Agreement and consummate the proposed transaction on behalf of the Xxxxxx Xxxxxxx. Xxxxxxxx, as co-trustees, has full authority to act on behalf of the Children of Xxxxxx Xxxx Xxxxxxxx Irrevocable Trust, the Children of Xxxxx Xxxxx Xxxxx Irrevocable Trust, the Children of Xxxxxxxx Xxxx Xxxxxx Irrevocable Trust, the Xxxxxx Xxxx Xxxxxxxx Irrevocable Trust, the Xxxxx Xxxxx Xxxxx Irrevocable Trust, the Xxxxxxxx Xxxx Xxxxxx Irrevocable Trust and the Xxxxxxxx Family Trust to sell their portions of the Xxxxxxxx Shares, and no consent is required of any other Person for Xxxxxxxx to enter into this Agreement and consummate the proposed transaction on behalf of the Xxxxxxxx Sellers.
Sample 1
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Trust Authority. Licensor represents and warrants that the execution of this Agreement by its trustee named below is duly authorized by the trust instrument, is not in conflict with the trust instrument or with any other agreement to which the Trust is signatory, and will be a binding obligation of Licensor, enforceable in accordance with its terms.
Sample 1
Trust Authority. Each Trustee of a Trust which is a Sciences Shareholder has the full power and authority, under New Mexico law and the applicable Trust Agreement, to make, execute and deliver this Agreement and to bind the Trust to the terms of this Agreement and all schedules, or exhibits annexed hereto or delivered to consummate the Closing.
Sample 1
Trust Authority. The performance by Owner Trustee of the --------------- Transaction Documents and the execution, delivery and performance by Owner Trustee of this Consent have been duly authorized by all necessary action on the part of Owner Trustee, do not require any approval from Seller or, at the Transfer Time, Purchaser under the Trust Agreement, do not and will not violate any provision of the Trust Agreement and will not result in the breach of, constitute a default under, contravene any provision of or result in the creation of any Lien upon the Trust Estate or any of Owner Trustee's other property or assets pursuant to, any agreement, indenture, mortgage, note, lease or other agreement or instrument to which Owner Trustee is a party or by which Owner Trustee or its property may be bound or affected.
Sample 1
Trust Authority. 30 7.4 Consents......................................................31 7.5 Enforceable Agreement.........................................31 7.6
Sample 1
Trust Authority. The execution, delivery and performance by Borrower of the Financing Documents, the borrowing and the giving of security by Borrower as provided in the Financing Documents and the execution, delivery and performance of each other agreement or instrument contemplated by the Financing Documents by Borrower have been duly authorized by all necessary trust action on the part of Borrower, do not require any approval from Guarantor, as beneficiary under the Trust Agreement (except as has been obtained), or approval or consent of any trustee or holders of any Debt or obligations of Borrower (or any such required approvals and consents have been or before the Closing Date and Additional Commitment Closing Date, as applicable, will be duly obtained), will not violate any provision of the Trust Agreement or other governing documents and will not result in the breach of, constitute a default under, contravene any provision of or result in the creation of any Lien (other than Permitted Liens) upon the Trust Estate or any of its other property or assets pursuant to, any agreement, indenture, mortgage, note, lease or other agreement or instrument to which Borrower is a party or by which Borrower or its property may be bound or affected.
Sample 1

Related to Trust Authority

  • Investment Authority (a) In no event may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by Company, other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants.

  • Investment Management Authority In the event the Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the Manager, subject to the supervision of the Fund's Board of Directors, will provide a continuous investment program for the Series' portfolio and determine the composition of the assets of the Series' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Manager will provide the services under this Agreement in accordance with the Series' investment objective or objectives, policies, and restrictions as stated in the Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore:

  • Management Authority Except as otherwise expressly provided herein or in the Act, responsibility for the management of the business and affairs of the Company shall be wholly vested in the Manager, which shall have all right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by it to be necessary or convenient to the furtherance of the purpose of the Company described in this Agreement. Any action taken by the Manager which is not in violation of this Agreement, the Act and other applicable law shall constitute the act of, and serve to bind, the Company. Any and all actions taken or approved by the Manager pursuant to this Section 5.1 may, but need not, be evidenced by written resolutions. Without limiting the generality of the foregoing, the Manager may appoint, remove and replace officers of the Company at any time and from time to time, and the Manager may retain such Persons (including any Persons in which the Manager shall have an interest or of which the Manager is an Affiliate) as it shall determine to provide services to or on behalf of the Company for such compensation as the Manager deems appropriate. The Manager may designate individuals as authorized signatories to bind the Company and/or serve as “authorized persons,” within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware. Without limiting the generality of the foregoing, the Secretary or any Vice President of DHC is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of Delaware.

  • Power; Authority It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Legal Authority Each party represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate, partnership or trust action, as applicable, by such party, and, when so executed and delivered, this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

  • Administrator Authority The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

  • Limited Authority The Manager shall have only such authority to purchase, sell, transfer or otherwise acquire or dispose of Investments for the Account of the Principal and the Participants as is specifically provided for in this Agreement. Specifically, and without limitation of the foregoing sentence, the Manager shall not have (a) except as set forth in Section 7 above, the authority to commingle any investments in the Account with the general assets of the Manager or any other person, (b) the duty to advise the Principal or its representatives as to the value of any Investment (except to the extent expressly provided herein) or the advisability of acquiring or disposing of any Investment or to provide analysis of any Investment to the Principal or its representatives, (c) the authority to acquire Investments issued, assumed, guaranteed or insured by the Principal or any affiliate of the Principal, (d) the authority to borrow or incur indebtedness for borrowed money, except for securities lending and reverse repurchase transactions, as defined in Indiana law that meet the requirements of the Indiana Insurance Code, (e) the authority to permit the aggregate value of Investments then loaned or sold to, purchased from or invested in any one business entity to exceed ten (10%) percent of the total assets in the Account, nor (f) the authority to exceed the aggregate limitations for authorized investments by Principal set forth in the Indiana Insurance Code. For purposes of this Agreement, “business entity” means a corporation, limited liability company, association, partnership, joint stock company, joint venture, mutual fund trust, or other similar form of business organization whether organized as for-profit or not-for-profit.

  • Authority of the Adviser The Adviser shall supervise and manage the investment portfolio of the Fund, and, subject to such policies as the Board of Directors of the Company may determine, direct the purchase and sale of investment securities in the day to day management of the Fund. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Company or the Fund in any way or otherwise be deemed an agent of the Company or the Fund. However, one or more shareholders, officers, directors or employees of the Adviser may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation, as amended, restated or supplemented from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Directors of the Company of its responsibility for and control of the affairs of the Fund.

  • Authority of the Asset Manager (a) Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series Collection Drop 004 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:

  • Corporate Authority; Partnership Authority If Tenant is a corporation, each person signing this Lease on behalf of Tenant represents and warrants that he has full authority to do so and that this Lease binds the corporation. Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a certified copy of a resolution of Tenant's Board of Directors authorizing the execution of this Lease or other evidence of such authority reasonably acceptable to Landlord. If Tenant is a partnership, each person or entity signing this Lease for Tenant represents and warrants that he or it is a general partner of the partnership, that he or it has full authority to sign for the partnership and that this Lease binds the partnership and all general partners of the partnership. Tenant shall give written notice to Landlord of any general partner's withdrawal or addition. Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant's recorded statement of partnership or certificate of limited partnership.

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