Authorization of Agents Sample Clauses

The "Authorization of Agents" clause defines the conditions under which one party may appoint an agent to act on its behalf within the scope of the agreement. Typically, this clause outlines the process for granting such authority, any limitations on the agent’s powers, and requirements for notifying the other party of the agent’s appointment. For example, it may specify that written consent is needed before an agent can bind a party to contractual obligations. The core function of this clause is to ensure clarity and control over who is permitted to represent a party, thereby reducing the risk of unauthorized actions or misunderstandings.
Authorization of Agents. Each Lender party hereto hereby consents to and authorizes each of the Agents to execute and deliver an amendment to the Intercreditor Agreement, substantially in the form set forth on Exhibit C hereto.
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Authorization of Agents. Each Lender hereby irrevocably appoints and authorizes each of the Arrangers, the Advisor, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent to act as its agent hereunder with such powers as are expressly delegated to the such Agent by the terms of this Agreement and the Intercreditor Agreement, together with such other powers as are reasonably incidental thereto; each Lender hereby authorizes and confirms the appointment by Administrative Agent of Bank of Montreal as Repayment Agent under the Intercreditor Agreement; and each Lender and Administrative Agent hereby authorizes Repayment Agent to act as its agent in accordance with the terms of the Intercreditor Agreement. Each Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or, in the case of the Administrative Agent and the Repayment Agent, in the Intercreditor Agreement. As to any matters not expressly provided for by this Agreement, the Administrative Agent shall act hereunder or in connection herewith in accordance with instructions of the Majority Lenders but, in the absence of any such instructions, the Administrative Agent may (but shall not be obliged to) take such action as it deems it necessary to protect the rights of the Lenders, and any such instructions and any action taken by the Administrative Agent in accordance herewith shall be binding upon all the Lenders. Each Agent shall not, by reason of this Agreement, or, in the case of the Repayment Agent, by reason of the Intercreditor Agreement, be deemed to be a trustee for the benefit of any Lender, the Borrower, the Guarantors or any other Person. None of the Agents nor any of their respective directors, officers, employees or agents shall be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any certificate or other document referred to, or provided for in, or received by any of them under, this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other document referred to, or provided for, herein or any collateral provided for hereby or for any failure by the Borrower or any of the Guarantors to perform its obligations hereunder. The Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. None of the...
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Authorization of Agents. Credit Agreement Agent represents and warrants to Collateral Agent that Credit Agreement Agent is authorized pursuant to the terms and conditions of the Credit Agreement to enter into this Agreement on behalf of the Credit Agreement Banks. Loan Agreement Agent represents and warrants to Collateral Agent that Loan Agreement Agent is authorized pursuant to the terms and conditions of the Loan Agreement to enter into this Agreement on behalf of the Loan Agreement Banks.
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Authorization of Agents. By accepting the benefits of this Agreement and the other Term Loan Documents, each Term Loan Secured Party authorizes the Term Loan Representative to enter into this Agreement and to act on its behalf as agent hereunder and in connection herewith. By accepting the benefits of this Agreement and the other ABL Documents, each ABL Secured Party authorizes the ABL Representative to enter into this Agreement and to act on its behalf as agent hereunder and in connection herewith.
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Authorization of Agents. Each Lender hereby authorizes the Collateral Agent to enter into the Loan Guaranties and the Collateral Documents; provided that Collateral Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Loan Guaranty or Collateral Document without the prior consent of Requisite Lenders or, to the extent required by subsection 9.6A(ii), all of the Lenders. Each Lender agrees that no Lender shall have any right individually to seek or to enforce any Loan Guaranty or to realize upon the security granted by any Collateral Documents, it being understood and agreed that such rights and remedies may be exercised by Collateral Agent for the benefit of Lenders upon the terms of the Loan Guaranties and the Collateral Documents. Each Lender and Agent hereby authorizes Collateral Agent to release Collateral as permitted or required under this Agreement or the Collateral Documents, and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party.
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Authorization of Agents. Section 1: It is stipulated and agreed that only the below named officers of the union, either individually or collectively, are the authorized officers and agents of the Union and shall be the only ones to be recognized by the Employer as being authorized to act for or on behalf of the Union in any manner whatsoever under the terms of this Agreement. The actions, declarations or conduct of any person except those herein named, whether performance is made with respect to the Union or not, shall not be considered to be the act of any officer or agent of the Union, and shall not constitute any authorized act for and on behalf of the Union, nor will the employees of the Union recognize these persons as the Union's officers or agents for that purpose, and their actions in that respect shall not be binding upon the Union, nor shall they form the cause of or basis of any liability of any nature whatsoever on the part of the Union. The authorized officer is the Business Agent of Local Union 538, or his successor. Section 2: It is further stipulated and agreed that the authority of an officer of the Union to act for the Union, as stated above, may be revoked at any time, if a registered letter to that effect, signed by the duly authorized Union officer under the seal of the Union, is received by the Employer.
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Authorization of Agents. Set forth below are the names of persons authorized by the Investor to give and receive instructions between the Company and the Investor, together with their respective signatures. Such persons are the only persons so authorized until further notice to the Company signed by one or more of such persons. Name Signature Until further written notice to the Company signed by one or more of the persons listed above, funds may be wired to the Investor using the following instructions: Bank address: ABA number: SWIFT Code: Account name: Account number: For further credit: Please send confirmation of a subscription for the Shares, a copy of the Subscription Agreement and any other communications (including distribution, if any, and withdrawal proceeds checks) to: _________ residence or principal business address above; _________ mailing address above. Special instructions regarding communication:
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Authorization of Agents. Section 9.01 of the Credit Agreement shall be amended by amending and restating paragraph (d) to read as follows:
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Authorization of Agents. Each Lender hereby authorizes and empowers the Administrative Agent, as holder of the liens and security interests granted pursuant to the Security Documents, to execute and deliver to the Collateral Agent assignments of liens, including UCC-3 assignments, to effect the assignments contemplated hereby. The Administrative Agent hereby authorizes and empowers the Collateral Agent to make such filings as are necessary to make the assignments contemplated hereby of record in the appropriate jurisdictions.
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Related to Authorization of Agents

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of the Borrower.

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Stockholders' Agreement, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares and the issuance and delivery of the Converted Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Charter or the By-laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument. (b) The Purchased Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Series A Preferred Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreement and the Stockholders' Agreement and as imposed by applicable federal and state securities laws. The Converted Shares have been duly reserved for issuance upon conversion of the Purchased Shares and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreement and the Stockholders' Agreement and as imposed by applicable federal and state securities laws. Neither the issuance, sale or delivery of the Purchased Shares nor the issuance or delivery of the Converted Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person.

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Appointment and Authorization of Agents (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative 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 in this Agreement or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, 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 Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by 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); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. The Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower, any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any capacity. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest, charge or other Lien created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.