Authority as to Third Persons Clause Samples
The "Authority as to Third Persons" clause defines the extent to which one party is authorized to act on behalf of another when dealing with third parties. Typically, this clause clarifies whether statements, actions, or agreements made by representatives, agents, or employees are binding on the principal party in interactions with outsiders. For example, it may specify that only certain individuals have the authority to make commitments or enter into contracts with third parties. The core function of this clause is to prevent misunderstandings and disputes by clearly delineating who has the power to represent the party in dealings with external entities, thereby protecting both parties from unauthorized obligations.
Authority as to Third Persons. Notwithstanding Section 8.1.3, the signed statement of the General Partner reciting that it has the authority or necessary approval of the Limited Partner for any action, as to any third Person, will be conclusive evidence of the authority of the General Partner to take that action and of compliance with Section 8.1.3, if applicable. The Limited Partner will promptly execute instruments determined by the General Partner to be appropriate to evidence the authority of the General Partner to consummate any transaction permitted by this Agreement.
Authority as to Third Persons. 7.10.1 No third party dealing with the Company shall be required to investigate the authority of the Manager or secure the approval or confirmation by any Member of any act of the Manager in connection with the Company business. No purchaser of any property or interest owned by the Company shall be required to determine the right to sell or the authority of the Manager to sign and deliver any instrument of transfer on behalf of the Company, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.
7.10.2 The Manager shall have full authority to execute on behalf of the Company any and all agreements, contracts, conveyances, deeds, mortgages and other instruments, and the execution thereof by one or more officers of the Manager, executing on behalf of the Company shall be the only execution necessary to bind the Company thereto. No signature of any Member shall be required.
7.10.3 The Manager shall have the right by separate instrument or document to authorize one or more individuals or entities to execute leases and lease-related documents on behalf of the Company and any leases and documents executed by such agent shall be binding upon the Company as if executed by the Manager.
Authority as to Third Persons. 7.6.1 No third party dealing with the Company shall be required to investigate the authority of the Member. No purchaser of any property or interest owned by the Company shall be required to determine the right to sell or the authority of the Member to sign and deliver any instrument of transfer on behalf of the Company, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.
7.6.2 The Member shall have full authority to execute on behalf of the Company any and all agreements, contracts, conveyances, deeds, mortgages and other instruments, and the execution thereof by the Member executing on behalf of the Company shall be the only execution necessary to bind the Company thereto.
Authority as to Third Persons. 7.9.1 No third party dealing with the Company shall be required to investigate the authority of the Managers or the officers of the Company or secure the approval or confirmation by any Member of any act of the Managers or officers in connection with the Company’s business. No purchaser of any Property owned by the Company shall be required to determine the right to sell or the authority of the Managers or any officers to sign and deliver any instrument of transfer on behalf of the Company, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.
7.9.2 The Managers and any officer designated by the Managers, shall have full authority to execute on behalf of the Company, in its own capacity or in its capacity as the general partner, manager or member of any subsidiary, any and all agreements, contracts, conveyances, deeds, mortgages and other instruments, and the execution thereof by the Managers or any officer designated by the Managers, executing on behalf of the Company, in its own capacity or in its capacity as the general partner, manager or member of any subsidiary, shall be the only execution necessary to bind the Company thereto. No signature of any Member shall be required.
Authority as to Third Persons. 7.9.1 No third party dealing with the Company shall be required to investigate the authority of the Manager or officers of the Company or secure the approval or confirmation by any Member of any act of the Manager in connection with the Company’s business. No purchaser of any Property owned by the Company shall be required to determine the right to sell or the authority of the Manager to sign and deliver any instrument of transfer on behalf of the Company, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.
7.9.2 The Manager shall have full authority to execute on behalf of the Company any and all agreements, contracts, conveyances, deeds, mortgages and other instruments, and the execution thereof by the Manager, executing on behalf of the Company shall be the only execution necessary to bind the Company thereto. Any officer appointed by the Manager pursuant to Section 7.10 shall have full authority to execute on behalf of the Company any agreements, contracts, conveyances, deeds, mortgages and other instruments, to the extent such authority is delegated by the Manager to such officer, and the execution thereof by such officer, executing on behalf of the Company shall be the only execution necessary to bind the Company thereto. No signature of any Member shall be required.
7.9.3 The Manager shall have the right by separate instrument or document to authorize one or more Persons to execute leases and lease-related documents on behalf of the Company and any leases and documents executed by such agent shall be binding upon the Company as if executed by the Manager.
Authority as to Third Persons. The signed statement of either Member reciting their authority for any action, as to any third Person, will be conclusive evidence of the authority of that Member to take that action.
Authority as to Third Persons. 6.9.1 No third-party dealing with the Company shall be required to investigate the authority of the Manager or secure the approval or confirmation by any Member of any act of the Manager in connection with the Company business. No purchaser of any property or interest owned by the Company shall be required to determine the right to sell or the authority of the Manager to sign and deliver any instrument of transfer on behalf of the Company, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.
6.9.2 The Manager shall have full authority to execute on behalf of the Company any and all agreements, contracts, conveyances, deeds, mortgages, and other instruments, and the execution thereof by Manager, or if Manager is not an individual, by one or more managers, general partners or officers of the Manager, executing on behalf of the Company shall be the only execution necessary to bind the Company thereto. No signature of any Member shall be required.
6.9.3 The Manager shall have the right by separate instrument or document to authorize one or more individuals or entities to execute leases and lease-related documents on behalf of the Company and any leases and documents executed by such agent shall be binding upon the Company as if executed by the Manager.
Authority as to Third Persons. 7.10.1 No third party dealing with the Company shall be required to investigate the authority of the Manager or secure the approval or confirmation by any Member of any act of the Manager in connection with the Company business. No purchaser of any property or interest owned by the Company shall be required to determine the right to sell or the authority of the Manager to sign and deliver any instrument of transfer on behalf of the Company, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.
7.10.2 The Manager shall have full authority to execute on behalf of the Company any and all agreements, contracts, conveyances, deeds, mortgages and other instruments, and the execution thereof by one or more officers of Arizona First Development, an Arizona limited liability company, executing on behalf of the Company shall be the only execution necessary to bind the Company thereto. No signature of any Member shall be required.
7.10.3 The Manager shall have the right by separate instrument or document to authorize one or more individuals or entities to execute leases and lease-related documents on behalf of the Company and any leases and documents executed by such agent shall be binding upon the Company as if executed by the Manager.
Authority as to Third Persons. Notwithstanding Section 5.2, the signed statement of the Board of Directors reciting that they have the authority or necessary approval of Members for any action, as to any third party, will be conclusive evidence of the authority of the Board of Directors to take that action, including action in compliance with Section 5.2; provided, however, that the foregoing is not to be construed to permit the Board of Directors to act in violation of Section 5.2 hereof or in contravention of this Agreement. Each Member will promptly execute instruments determined by the Board of Directors to be appropriate to evidence the authority of the Board of Directors to consummate any transaction permitted by this Agreement.
Authority as to Third Persons. 7.9.1 No third party dealing with the Partnership shall be required to investigate the authority of the General Partner or secure the approval or confirmation by any Limited Partner of any act of the General Partner in connection with the Partnership business. No purchaser of any property or interest owned by the Partnership shall be required to determine the right to sell or the authority of the General Partner to sign and deliver any instrument of transfer on behalf of the Partnership, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.
7.9.2 The General Partner shall have full authority to execute on behalf of the Partnership any and all agreements, contracts, conveyances, deeds, mortgages and other instruments, and the execution thereof by the General Partner, executing on behalf of the Partnership, shall be the only execution necessary to bind the Partnership thereto. No signature of any Limited Partner shall be required.
7.9.3 The General Partner shall have the right by separate instrument or document to authorize one or more individuals or entities to execute leases and lease-related documents on behalf of the Partnership and any leases and documents executed by such agent shall be binding upon the Partnership as if executed by the General Partner.
7.9.4 The General Partner is hereby designated (i) as the Partnership’s “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (“Tax Matters Partner”) and (ii) commencing with respect to taxable years commencing after December 31, 2017, as the Partnership’s “partnership representative” in accordance with Section 6223 of the Code (“Partnership Representative”), in all cases to exercise all authority permitted of a Tax Matters Partner or Partnership Representative, as applicable, under the Code. The General Partner, in its capacity as Partnership Representative, may exercise any authority granted to the Partnership Representative under the Code. In particular, as Partnership Representative, the General Partner may, in its sole discretion, make any elections provided for under the new partnership audit rules enacted under the Bipartisan Budget Act of 2015 (the “New Audit Rules”) and may, in its sole discretion, settle and/or litigate any audit adjustments proposed by the Internal Revenue Service in any audit governed by the New Audit Rules. The Partnership shall fully reimburse the General Partner for any and all costs and expense...