Grant of Power of Attorney by Company Sample Clauses

POPULAR SAMPLE Copied 1 times
Grant of Power of Attorney by Company. The Company hereby irrevocably appoints the Initial Member its lawful attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, the Initial Member or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as the Company is in existence), from time to time in the Initial Member’s discretion, following a failure by the Company to satisfy promptly its obligations pursuant to Section 3.1, Section 3.2, Section 4.10 or Section 4.11 as they relate to the preparing, furnishing, executing and/or recording of any of the Transfer Documents or any other relevant matter set forth in any such provision to prepare, furnish, execute and/or record all relevant Transfer Documents and other documents as might be reasonably necessary to satisfy the transfer and recording obligations of the Company pursuant to Section 3.1, Section 3.2, Section 4.10 or Section 4.11.
View SourceView Similar (9)
Grant of Power of Attorney by Company. The Company hereby irrevocably appoints the Transferor its lawful attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, the Transferor or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as the Company is in existence), from time to time in the Transferor’s discretion, following a failure by the Company to satisfy promptly its obligations pursuant to Sections 3.1, 3.2, 4.10, 4.11 or 4.12 of this Agreement as they relate to the preparing, furnishing, executing and/or recording of any of the Transfer Documents or any other relevant matter set forth in any such provision, to prepare, furnish, execute and/or record all relevant Transfer Documents and other documents as might be reasonably necessary to satisfy the transfer and recording obligations of the Company pursuant to Sections 3.1, 3.2, 4.10, 4.11 and 4.12 of this Agreement. The Company will reimburse the Transferor on demand for all costs and expenses incurred by the Transferor in connection with any exercise of the power of attorney set forth in this Section 3.4.
View SourceView Similar (7)
Grant of Power of Attorney by Company. 16 Article IV Covenants, Duties and Obligations of the Company 17 Section 4.1 Servicing of Mortgage Loans 17 Section 4.2 Collection Agency/Contingency Fee Agreements 17 Section 4.3 Insured or Guaranteed Mortgage Loans 17 Section 4.4 Reporting to or for the Applicable Taxing Authorities 17 Section 4.5 Mortgage Loans in Litigation 18 Section 4.6 Mortgage Loans in Bankruptcy 21 Section 4.7 Mortgage Loan Related Insurance 22 Section 4.8 Mortgage Loans with Escrow Accounts 22 Section 4.9 [Reserved] 23 Section 4.10 Contracts for Deed 23 Section 4.11 Acquired Property 23 Section 4.12 Leases 23 Section 4.13 Notice to Borrowers 23 Section 4.14 Notice of Claims 23 Section 4.15 Use of the FDIC’s Name and Reservation of Statutory Powers 24 Section 4.16 Prior Servicer Information 24 Section 4.17 Release of Initial Member 24 Article V Mortgage Loans Sold “As Is” and Without Recourse 25 Section 5.1 Mortgage Loans Conveyed “As Is” 25 Section 5.2 No Warranties or Representations with Respect to Escrow Accounts 25 Section 5.3 No Warranties or Representations as to Amounts of Unfunded Principal 25 Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any Mortgage Loan 25 Section 5.5 No Warranties or Representations With Regard to Information 26 Section 5.6 Intervening or Missing Assignments 26 Section 5.7 No Warranties or Representations as to Documents 26 Article VI Repurchase by the Initial Member at the Company’s Option 26 Section 6.1 Repurchases at Company’s Option 26 Section 6.2 Notice to Initial Member 28 Section 6.3 Re-delivery of Notes, Files and Documents 29 Section 6.4 Waiver of Company’s Repurchase Option 29 Article VII Notices 30 Section 7.1 Notices 30 Section 7.2 Article VI Notice 30
View Source

Related to Grant of Power of Attorney by Company

  • Grant of Power of Attorney Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

  • Grant of Power (a) Each Partner by its signature below irrevocably makes, constitutes and appoints each General Partner its true and lawful attorney in its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the General Partners to (i) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (ii) enable the Partnership to conduct its business, (iii) comply with any applicable law in connection with the Partnership’s conduct of its business, or (iv) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client). (b) If the Partnership owns Class A Shares or Class B Shares, then each Partner by its signature below irrevocably makes, constitutes and appoints each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, each then serving director of ▇▇▇▇▇▇ Management, Inc., a Delaware corporation, or its successor in interest, and the then serving general counsel of each Company, its true and lawful attorney in its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of Class A Shares and Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-1(k)(1) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. (c) Each Partner grants to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 11.1.

  • Limited Power of Attorney The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, and its officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

  • Power of Attorney (a) Each Member hereby constitutes and appoints each of the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Company and, if a Liquidating Trustee shall have been selected pursuant to Section 6.2(a), the Liquidating Trustee (and any successor to the Liquidating Trustee by merger, transfer, assignment, election or otherwise) and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and s▇▇▇▇, to: (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof) that the Chief Executive Officer, Chief Financial Officer or Secretary of the Company, or the Liquidating Trustee, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all certificates, documents and other instruments that the Chief Executive Officer, the Chief Financial Officer or Secretary of the Company, or the Liquidating Trustee, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Board or the Liquidating Trustee determines to be necessary or appropriate to reflect the dissolution, liquidation and termination of the Company pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Member pursuant to, or other events described in, ARTICLE 2 or ARTICLE 3; and (E) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company; and (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Board or the Liquidating Trustee determines to be necessary or appropriate to (i) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Members hereunder or is consistent with the terms of this Agreement or (ii) effectuate the terms or intent of this Agreement; provided, that when required by any provision of this Agreement that establishes a percentage of the Members or of the Members of any class or series required to take any action, the Chief Executive Officer, Chief Financial Officer or Secretary of the Company, or the Liquidating Trustee, may exercise the power of attorney made in this Section 1.7(a)(ii) only after the necessary vote, consent, approval, agreement or other action of the Members or of the Members of such class or series, as applicable. (b) Nothing contained in this Section 1.7 shall be construed as authorizing the Chief Executive Officer, Chief Financial Officer or Secretary of the Company, or the Liquidating Trustee, to amend, change or modify this Agreement except in accordance with Section 8.2 or as may be otherwise expressly provided for in this Agreement. (c) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Member and the Transfer of all or any portion of such Member’s Shares and shall extend to such Member’s heirs, successors, assigns and personal representatives. Each such Member hereby agrees to be bound by any representation made by the Chief Executive Officer, Chief Financial Officer or Secretary of the Company, or the Liquidating Trustee, acting in good faith pursuant to such power of attorney; and each such Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Chief Executive Officer, Chief Financial Officer or Secretary of the Company, or the Liquidating Trustee, taken in good faith under such power of attorney in accordance with Section 1.7. Each Member shall execute and deliver to the Chief Executive Officer, Chief Financial Officer or Secretary of the Company, or the Liquidating Trustee, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such Officers or the Liquidating Trustee determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.