Appointment; Authorization Sample Clauses
The "Appointment; Authorization" clause designates a party, typically an agent or representative, to act on behalf of another party in specified matters. It outlines the scope of authority granted, such as the ability to negotiate, execute documents, or make decisions within defined parameters. This clause ensures that the appointed party has the legal backing to perform necessary actions, thereby streamlining processes and clarifying who is empowered to act, which helps prevent disputes over authority and representation.
Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent.
Appointment; Authorization. Pursuant to the authority delegated to it by the Company, Distributor hereby authorizes Broker-Dealer, and/or the Affiliates during the term of this Agreement, to solicit applications for Contracts. Additionally, the Company hereby appoints Broker-Dealer and/or its Affiliates during the term of this Agreement as a non-exclusive agent to solicit applications for Policies. Such Contracts and Policies are identified as Eligible Products in a List of Eligible Products that is identified as Schedule B, attached hereto and made a part hereof. Distributor or the Company may update or amend Schedule B, which will be effective upon notice, as defined in Section XX, (hereinafter, “Notice”) to the Broker-Dealer that a new or amended Schedule B has been issued. It is agreed and understood by the parties that Distributor does not distribute nor act in any capacity with respect to Policies and the Broker-Dealer and its Affiliates, if any, shall have no arrangement with Distributor with respect to such Policies.
Appointment; Authorization. The Holder and the Trustee, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their behalf under the provisions of this Note, each Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Agreement, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement (or any other similar term) with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.
Appointment; Authorization. Pursuant to the authority delegated to it by the Company, Distributor hereby authorizes Broker-Dealer, and/or the Affiliates during the term of this Agreement, to solicit applications for Contracts. Such Contracts are identified as Eligible Products in a List of Eligible Products that is identified as Schedule B, attached hereto and made a part hereof. Distributor or the Company may update or amend Schedule B, which will be effective upon notice, as defined in Section XX, (hereinafter, “Notice”) to the Broker-Dealer that a new or amended Schedule B has been issued.
Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Loans), the Agent shall not be required to exercise any discretion or take any action, but shall be required (subject to Section 10.04) to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in this Agreement or in the other Loan Documents), and such instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) shall be binding upon all Lenders and all makers of Loans. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duty or responsibility except those expressly set forth in this Agreement or any other Loan Document, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.
Appointment; Authorization. Company hereby appoints Producer during the term of this Agreement as a non-exclusive agent to solicit applications for the Policies and the related Services. Company, from time to time, may amend said Policies and Services, which amendment will be effective upon notice, (the “Notice”) to the Producer.
Appointment; Authorization. The Stockholders, Company, Buyer and MergerCo each hereby acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have full, sole and exclusive power and authority to take all actions which he believes are necessary or appropriate under this Agreement and any other Transaction Agreement (whether on behalf of himself and/or any of the Stockholders), including without limitation: (i) giving and receiving any notices, documents and instructions permitted or required under this Agreement or any other Transaction Agreement; (ii) receiving and accepting legal process in connection with any suit or Proceeding arising under this Agreement or any other Transaction Agreement; (iii) interpreting all of the terms and provisions of this Agreement or any other Transaction Agreement; (iv) authorizing payments to be made with respect to this Agreement and any other Transaction Agreement; (v) bringing claims with respect to, or waiving, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in this Agreement or any other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf of itself and the Stockholders, to consent to any amendment hereof or any other Transaction Agreement. The Company, Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the Investors’ Representative on any and all matters related to this Agreement, any other Transaction Agreement or any and all transactions contemplated hereby and thereby. Any decision and/or action taken by the Investors’ Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same.
Appointment; Authorization. Pursuant to the authority delegated to it by the Company, Distributor hereby authorizes Broker-Dealer, and/or the Affiliates during the term of this Agreement, to solicit applications for Contracts. Additionally, the Company hereby appoints Broker-Dealer and/or its Affiliates during the term of this Agreement as a non-exclusive agent to solicit applications for Policies. Such Contracts and Policies are identified as Eligible Products in a List of Eligible Products that is identified as Schedule B, attached hereto and made a part hereof. Distributor or the Company may update or amend Schedule B, which will be effective upon notice to Broker-Dealer from the Company. It is agreed and understood by the parties that Distributor does not distribute nor act in any capacity with respect to Policies and the Broker-Dealer and its Affiliates, if any, shall have no arrangement with Distributor with respect to such Policies.
Appointment; Authorization. 114 SECTION 10.02
Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.