AUTHORIZED ENTITIES Clause Samples

The 'AUTHORIZED ENTITIES' clause defines which individuals or organizations are permitted to act on behalf of a party under the agreement. Typically, it lists specific entities or types of representatives, such as subsidiaries, affiliates, or designated agents, who are granted authority to perform certain actions or access information. This clause ensures that only approved parties can exercise rights or fulfill obligations, thereby preventing unauthorized involvement and maintaining clear boundaries of responsibility.
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AUTHORIZED ENTITIES. This Agreement is entered into by the Parties each on its own behalf and for the benefit of: (i) any entity in which the Party directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in the Party; or (iii) any entity directly or indirectly under common control with the Party. Each Party and each of the entities described above are referred to herein as an “Authorized Entity.” No obligation is incurred or liability accepted by any Authorized Entity until that Authorized Entity enters into a site specific Supplement. Only the Party and the Authorized Entity executing a Supplement are responsible for the obligations and liabilities related thereto arising under that Supplement and this Agreement. All communications and invoices relating to a Supplement must be directed to the Authorized Entity signing the Supplement. A default by any Authorized Entity will not constitute or serve as a basis for a default by any other Authorized Entity not a party to the applicable Supplement.
AUTHORIZED ENTITIES. This Agreement is entered into by the Parties each on its own behalf and for the benefit of: (i) any entity in which the Party directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in the Party; or (iii) any entity directly or indirectly under common control with the Party. Each Party and each of the entities described above are referred to herein as an “Authorized Entity”. No obligation is incurred or liability accepted by any Authorized Entity until that Authorized Entity enters into a site specific Permit. Only the Party and the Authorized Entity executing a Permit are responsible for the obligations and liabilities related thereto arising under that Permit and this Agreement. All communications and invoices relating to a Permit must be directed to the Authorized Entity signing the Permit. A default by any Authorized Entity will not constitute or serve as a basis for a default by any other Authorized Entity not a party to the applicable Permit.
AUTHORIZED ENTITIES. County may designate Participating Entities as Authorized Entities, including Authorized Departments and Authorized Participants, who shall thereafter be entitled to enjoy the License and other rights granted under this Agreement, by, among others, entering into an applicable Participant Agreement with such Participating Entity or otherwise. The List of Participating Entities in Exhibit B (Participating Entities) may be updated or otherwise modified by County by Change Notice upon agreement of the parties in order to reflect changes to the Authorized Entities; however, failure by County to update such Exhibit B (Participating Entities) shall not be interpreted that any particular Participating Entity is not an Authorized Entity. As a condition to a non-governmental entity becoming a Participating Entity under the Agreement, County and Contractor shall agree in advance on the sharing between County and Contractor of such Participating Entity’s contribution to LAR-IAC, as may further be set forth in Exhibit B (Participating Entities).
AUTHORIZED ENTITIES. The Bank may use such service providers, nominees, correspondents and subcustodians, including affiliates, and is authorized to utilize the services of the Federal Reserve Banks and such regulated clearing agents and securities depositories, domestic and foreign (all such entities herein referred to collectively as "Authorized Entities"), as is necessary or appropriate to carry out the Bank's duties under this Agreement, except that the Bank agrees not to use any Authorized Entity as to which the Customer has reasonably objected in writing, provided that the Customer must permit the Bank a reasonable amount of time to make arrangements to use a different Authorized Entity, if necessary. The Bank shall not be liable for any claim, liability, loss, damage or expense incurred by the Customer arising out of any act or omission of an Authorized Entity, except such claim, liability, loss, damage or expense arising out of the negligence or willful misconduct of an Authorized Entity that is an affiliate of the Bank.
AUTHORIZED ENTITIES. The definition ofAuthorized Entity” in Schedule 15.1 of the Agreement is amended by adding the following to the end: “Notwithstanding anything in this Agreement: (a) JCPenney shall use commercially reasonable efforts to ensure that CVS Stores, Rite-Aid, and the website located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ (or its successor) (the “Designated Authorized Entities”) accept Private Label Cards through June 30, 2016; (b) JCPenney shall communicate on an ongoing basis with Private Label Cardholders regarding their ability to use Private Label Cards at the Designated Authorized Entities in a manner reasonably acceptable to both JCPenney and Bank; and (c) if at any point JCPenney operates fewer than six hundred (600) retail stores, or announces retail store closings that will result in the number of retail stores JCPenney operates falling below six hundred (600), then upon Bank’s request JCPenney will promptly use reasonable efforts to arrange for direct settlement between Bank and the Designated Authorized Entities for Private Label Credit Card transactions.”
AUTHORIZED ENTITIES. The Authorized Entities will fulfill all of their respective obligations under this Agreement, the BDCP, the Permits and the Integrated Biological Opinion. The Authorized Entities’ general obligations include:  Implementing the Conservation Measures and other BDCP actions as specified in the Plan, in Chapter 3 and this Agreement.  Participating in the Authorized Entity Group as described in Chapter 7.1.3.  Participating in the Adaptive Management and Monitoring Program.  Participating in the scientific research program.  Conferring with the Implementation Office and Permit Oversight Group regarding Plan implementation matters and obtaining concurrence or approval of Permit Oversight Group where required.  Funding a portion of the Conservation Strategy.
AUTHORIZED ENTITIES. (i) JCPenney shall use commercially reasonable efforts to maintain Authorized Entities in accordance with its practices as of the Effective Date, and shall communicate on an ongoing basis with Cardholders regarding their ability to use Credit Cards at the Authorized Entities in a manner reasonably acceptable to both JCPenney and Bank. (ii) An Authorized Entity shall be permitted to accept Credit Cards (other than Commercial Cards) in accordance with the provisions of this Agreement applicable to acceptance of Credit Cards by JCPenney, including the promotion of such acceptance, and JCPenney shall be responsible to Bank for compliance with such provisions by the Authorized Entity. For avoidance of doubt, an Authorized Entity shall not accept In-Store Payments or assist in processing Credit Card Applications. Bank shall have the same rights against JCPenney, and JCPenney shall have the same obligations to Bank, with respect to acts or omissions by an Authorized Entity related to acceptance of Credit Cards and other participation in the Program as Bank would have under this Agreement if JCPenney had committed the act or omission. If Bank notifies JCPenney of an Authorized Entity’s non-compliance with the terms of this Agreement, and the Authorized Entity fails to cure such non-compliance within thirty (30) days of such notice, then Bank may deliver to JCPenney a notice of termination for such Authorized Entity, and if the Authorized Entity does not cure such non-compliance within fifteen (15) days of JCPenney’s receipt of the notice of termination for such Authorized Entity, Bank shall immediately have the right to terminate the authority of such Authorized Entity to accept Credit Cards. Notwithstanding anything in this Agreement, Bank may suspend the authority of an Authorized Entity for non-compliance with the terms of this Agreement with notice to JCPenney in Exigent Circumstances. (iii) In the case of JCPenney, and in the event that any Authorized Entity which is an Affiliate of JCPenney shall cease to be an Affiliate of JCPenney, at the request of JCPenney, Bank shall permit such Affiliate to continue to participate in the Program as an Authorized Entity, subject to Bank’s rights under Section 2(c)(ii).

Related to AUTHORIZED ENTITIES

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.

  • Regulated Entities None of the Company, any Person controlling the Company, or any Subsidiary, is an "Investment Company" within the meaning of the Investment Company Act of 1940. The Company is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other Federal or state statute or regulation limiting its ability to incur Indebtedness.