Power of Attorney to Buyer definition

Power of Attorney to Buyer means (i) that certain Power of Attorney to Buyer dated as of the date hereof executed by Seller in favor of Buyer and (ii) such other power of attorney executed pursuant to this Agreement in substantially the form attached as Exhibit II-1.
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Power of Attorney to Buyer means (i) that certain Power of Attorney to Xxxxx dated as of the date hereof executed by Xxxxxx in favor of Xxxxx and (ii) such other power of attorney executed pursuant to this Agreement in substantially the form attached as Exhibit II-1. “Power of Attorney to Seller” shall mean (i) that certain Power of Attorney to Xxxxxx dated as of the date hereof executed by Xxxxx in favor of Xxxxxx and (ii) such other power of attorney executed pursuant to this Agreement substantially in the form of Exhibit II-2. “Preliminary Approval” shall have the meaning specified in Section 3(b) of this Agreement. “Preliminary Due Diligence Package” shall mean, with respect to any New Asset, the following due diligence information, to the extent applicable, relating to such New Asset to be provided by Seller to Buyer pursuant to this Agreement: (a) Seller’s internal credit committee or investment committee memorandum, among other things, outlining the proposed transaction, including potential transaction benefits and all material underwriting risks and Underwriting Issues, anticipated exit strategies, underwriting models and all other characteristics of the proposed transaction that a prudent buyer would consider material; (b) current rent roll and rollover schedule, if applicable; (c) cash flow pro forma, plus historical information, if available; (d) flood certification (of the equivalent in the applicable jurisdiction); (e) maps and photos, if available; (f) interest coverage ratios; (g) description of the Mortgaged Property, along with a description of the Mortgagor and sponsor (including their experience with other projects, ownership structure and financial statements); (h) loan-to-value ratio and Debt Yield Ratio; (i) Seller’s or any Affiliate’s relationship with the Mortgagor or any affiliate; (j) material third party reports, to the extent available and applicable, including: (i) engineering and structural reports, each in form and prepared by consultants acceptable to Buyer; (ii) current Appraisal; (iii) Phase I environmental report (including asbestos and lead paint report) and, if applicable, Phase II or other follow-up environmental report if recommended in Phase I, each in form and prepared by consultants acceptable to Buyer; (iv) seismic reports, each in form and prepared by
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Related to Power of Attorney to Buyer

  • Power of Attorney means a record that grants an agent authority to act in the place of a principal.

  • City Attorney means the City Attorney of the City or any person designated by the City Attorney to perform one or more of the duties of the City Attorney under this Agreement.

  • attorney-at-law means an attorney-at-law, a legal practitioner or advocate duly admitted to practise law in the courts of a Contracting Party;

  • Stock Power With respect to a Cooperative Loan, an assignment of the stock certificate or an assignment of the Cooperative Shares issued by the Cooperative Corporation.

  • County Attorney means the County Attorney of the County of Suffolk.

  • District attorney means any of the following:

  • Prosecuting attorney means the prosecuting attorney for a county, an assistant prosecuting attorney for a county, the attorney general, the deputy attorney general, an assistant attorney general, a special prosecuting attorney, or, in connection with the prosecution of an ordinance violation, an attorney for the political subdivision that enacted the ordinance upon which the violation is based.

  • Transferee Affidavit and Agreement As defined in Section 6.02(g)(i)(B).

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Transfer Affidavit and Agreement As defined in Section 5.02(d).

  • Irrevocable Proxy means the agreement appointing the Platform or an affiliate of the Platform as the sole and exclusive attorney and proxy of the Investor, with full power of substitution and re-substitution, to vote and exercise all voting and related rights with respect to all of the securities of the Company that now are or hereafter may be beneficially owned by Investor.

  • Affidavit and Undertaking means the affidavit and undertaking provided by the Bidder substantially in form and manner as annexed in Annexure I hereto;

  • the Authority means a billing authority in relation to whose area this scheme has effect by virtue of paragraph 4(6) of Schedule 1A to the 1992 Act;

  • Attorney-in-Fact means an agent under a power of attorney pursuant to chapter 633B or an attorney in fact under a durable power of attorney for health care pursuant to chapter 144B.

  • The Attorney General has counseled that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Contract clauses which require the System or institutions to

  • Notice of Assignment is defined in Section 12.3.2.

  • General power of appointment means a power of appointment exercisable in favor of the powerholder, the powerholder's estate, a creditor of the powerholder, or a creditor of the powerholder's estate.

  • Authorised Signatory means, in relation to any Obligor, any person who is duly authorised and in respect of whom the Administrative Agent has received a certificate signed by a director or another Authorised Signatory of such Obligor setting out the name and signature of such person and confirming such person’s authority to act.

  • General Affirmations means the statements in Attachment C, attached hereto and incorporated herein for all purposes, that Developer agrees to and affirms by executing this Contract.

  • attorney-client privilege means the protection that applicable law provides for confidential attorney-client communications; and

  • executing State means the Member State to which a European protection order has been forwarded with a view to its recognition.

  • Deed of Assignment means the deed of assignment of the Shareholder Loan in the agreed form set out in Schedule 6 (Deed of Assignment) to be entered into between the Seller and the Buyer upon Completion.

  • Power of appointment means a power that enables a powerholder acting in a nonfiduciary capacity to designate a recipient of an ownership interest in or another power of appointment over the appointive property. The term does not include a power of attorney.

  • Proxy means, in relation to any Meeting, a person appointed to vote under a Block Voting Instruction or a Form of Proxy other than:

  • Consent of the Stockholders means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.