Limitations on Authority. The authority of the Board over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.
Limitations on Authority. You will have no responsibilities or authority as a consultant to the Company other than as provided above. You agree not to represent or purport to represent the Company in any manner whatsoever to any third party unless authorized by the Company, in writing, to do so.
Limitations on Authority. (a) The authority of the Member over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.
(b) The Member shall not make any election under Treasury Regulations Section 301.7701-3 or any comparable provisions of state or local laws to treat the Company as an entity other than an entity regarded as being separate from its owner.
Limitations on Authority. Each Party shall retain the rights, powers, and discretion granted to it under this Agreement and no such rights, powers, or discretion shall be delegated to or vested in a committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. No committee shall have the power to amend, modify, or waive compliance with this Agreement, which may only be amended or modified as provided in Section 11.2 of the Agreement.
Limitations on Authority. Distributor shall act as an independent contractor and neither Distributor nor its agents, officers or employees shall be deemed to be agents, officers or employees of NW based upon their activities in connection with the sale of the Contracts hereunder. Distributor and its Representatives shall not have authority, on behalf of NW to: · make, alter or discharge any Contract or other insurance policy or annuity entered into pursuant to a Contract; · waive any Contract forfeiture provision; · extend the time of paying any Premium; or · receive any monies or Premiums (except for the sole purpose of forwarding monies or Premiums, in the same manner in which they were received, to NW). Distributor shall not expend, nor contract for the expenditure of, the funds of NW. Distributor shall not possess or exercise any authority on behalf of NW other than that expressly conferred on Distributor by this Agreement. Distributor acknowledges and agrees that NW shall have the right at any time to suspend or limit the public offering of the Contracts.
Limitations on Authority. Without the express written consent from the Company, the Executive shall have no apparent or implied authority to: (i) Pledge the credit of the Company or any of its other Executives; (ii) Bind the Company under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Company unless the Company has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Company.
Limitations on Authority. During the Consulting Period, you will have no responsibilities or authority as a consultant to the Company other than as provided above. You will have no authority to bind the Company to any contractual obligations, whether written, oral or implied, except with the prior written authorization of an officer of the Company. You agree not to represent or purport to represent the Company in any manner whatsoever to any third party unless authorized in advance by the Company, in writing, to do so.
Limitations on Authority. Subscriber shall use the enclosed Digital Certificate only in connection with properly licensed cryptographic software.
Limitations on Authority. Except with the prior written consent of each of the Banks, the Agent shall not be entitled to :-
9.4.1 release or vary any security given for the Borrower's obligations under this Agreement; nor
9.4.2 agree to waive the payment of any sum of money payable by any of the Security Parties under the Security Documents; nor
9.4.3 change the meaning of the expression "Majority Banks"; nor
9.4.4 exercise, or refrain from exercising, any discretion, or give or withhold any consent, the exercise or giving of which is, by the terms of this Agreement, expressly reserved to the Banks; nor
9.4.5 extend the due date for the payment of any sum of money payable by any of the Security Parties under the Security Documents; nor
9.4.6 take or refrain from taking any step if the effect of such action or inaction may lead to the increase of the obligations of a Bank under any of the Security Documents; nor
9.4.7 agree to change the currency in which any sum is payable under the Security Documents; nor
9.4.8 agree to amend this Clause 9.4; nor
9.4.9 agree to reduce the rate under the definitions of "Margin" "Commitment Commission" or "Default Rate".
Limitations on Authority. Except as otherwise provided herein, approval by the Chairman must be obtained prior to the Executive taking any of the following actions on behalf of the Company:
(a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property.
(b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal year;
(c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of Company;
(d) Hiring, terminating, promoting or demoting executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company;
(e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above);
(f) Granting retirement benefits or other non-earned income to any person;
(g) Modification of any qualified plan or other benefit plan, e.g., health insurance;
(h) Acquiring the assets or shares of any business;
(i) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal year;
(j) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of business;
(k) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates;
(l) Filing any lawsuit;
(m) Making cash or non-cash corporate contributions above the annually budgeted amount;
(n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures;
(o) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business;
(p) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annu...
