Exercise of Powers Sample Clauses

Exercise of Powers. The Administrative Agent shall take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent's rights, powers or discretion in accordance with directions from the Required Lenders (or, to the extent this Agreement or such Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, the Administrative Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent that this Agreement or such Loan Document expressly requires the direction or consent of the Required Lenders (or some other Person or set of Persons), in which case the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lenders. The Administrative Agent shall not have any liability to any Person as a result of (a) the Administrative Agent acting or refraining from acting in accordance with the directions of the Required Lenders (or other applicable Person or set of Persons), (b) the Administrative Agent refraining from acting in the absence of instructions to act from the Required Lenders (or other applicable Person or set of Persons), whether or not the Administrative Agent has discretionary power to take such action, or (c) the Administrative Agent taking discretionary action it is authorized to take under this Section (subject, in the case of clauses (b) and (c), to the provisions of Section 8.04(a)).

Exercise of Powers. The Note Trustee shall be entitled to enforce the obligations of the Current Issuer under the Current Issuer Notes (including the Current Issuer Conditions) and to exercise any other rights, powers, authorities and discretions conferred upon the Note Trustee in the Current Issuer Conditions as scheduled to this Trust Deed, which shall be read and construed as one document with the Current Issuer Notes.

Exercise of Powers. Subject to the other provisions of this Agreement, the Collateral Agent shall take any action of the type specified herein or in any Security Documents as being within the Collateral Agent’s rights, powers or discretion in accordance with directions from the Required Creditors (or, to the extent this Agreement or such Security Document specifically requires the consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take such action, to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Document specifically requires the consent or direction of the Required Creditors (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured Creditors. The Collateral Agent shall not have any liability to any Person as a result of (a) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors (or other applicable Person or set of Persons), (b) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (c) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) to the provisions of Section 6.2).

Exercise of Powers. (i) The Administrative Agent, each Lender and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 9.02(b) shall be deemed to relieve the Borrower of its obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, including to file financing and continuation statements in respect of the Collateral in accordance with Section 5.01(q) and (aa). In addition, the Collateral Agent may take any actions directed by the Administrative Agent from time to time. (ii) Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) expressly so directed by the Administrative Agent. The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the...

Exercise of Powers. 30.1 Where the parties to this Agreement (other than the Company) are required under this Agreement or agree to procure a particular matter or thing insofar as it is in then-power to do so, such obligation shall be deemed to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) of the Company and as applicable as persons entitled to appoint a Director or Directors to the Company pursuant to the provisions of Clause 9 to procure such matter or thing. 30.2 In order to discharge their obligations under Clause 30.1 each of the said parties to this Agreement shall (without prejudice to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Cl...

Exercise of Powers. If the department exercises its power of eminent domain for the development and construction of a transportation facility pursuant to this subchapter and section 73, the department must retain ownership rights and interests taken. The department's power of eminent domain may not be conferred on a private entity. The State may provide maintenance, law enforcement and other services with respect to a transportation facility owned by a private entity when the agreement provides for reasonable reimbursement for such services.

Exercise of Powers. Each Agent shall take any action of the type specified in this Agreement or any other Loan Document as being within such Agent's rights, powers or discretion in accordance with directions from the Required Lenders (or, to the extent this Agreement or such Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, each Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Document expressly requires the direction or consent of the Required Lenders (or some other Person or set of Persons), in which case such Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lenders. No Agent shall have any liability to any Person as a result of (x) any Agent acting or refraining from acting in accordance with the directions of the Required Lenders (or other applicable Person or set of Persons), (y) any Agent refraining from acting in the absence of instructions to act from the Required Lenders (or other applicable Person or set of Persons), whether or not such Agent has discretionary power to take such action, or (z) any Agent taking discretionary action it is authorized to take under this Section.

Exercise of Powers. All of the powers, remedies and rights of the Collateral Trustee as set forth in this Agreement may be exercised by the Collateral Trustee in respect of any Security Document as though set forth at length therein and all the powers, remedies and rights of the Collateral Trustee and the Secured Parties as set forth in any Security Document may be exercised from time to time as herein and therein provided.

Exercise of Powers. (a) A party may exercise a Power at that party’s discretion, and separately or concurrently with any other Power. (b) A single exercise of a Power, by a party does not prevent a further exercise of that, or of any other Power, by that party. (c) If a party fails to exercise, or delays in exercising, a Power, that does not prevent its exercise.