Specific Powers and Authorities Clause Samples

The "Specific Powers and Authorities" clause defines the particular rights and abilities granted to a party, typically an agent or representative, under an agreement. This clause outlines exactly what actions the authorized party may take on behalf of another, such as signing contracts, managing assets, or making decisions within defined limits. By clearly enumerating these powers, the clause ensures that all parties understand the scope of authority being granted, thereby reducing the risk of unauthorized actions and potential disputes.
Specific Powers and Authorities. Subject only to the express limitations contained in this Declaration of Trust and in addition to any powers and authorities conferred by this Declaration of Trust or which the Trustees may have by virtue of any present or future statute or rule of law, the Trustees without any action or consent by the Shareholders shall have and may exercise at any time and from time to time the following powers and authorities which may or may not be exercised by them in their sole judgment and discretion in such manner and upon such terms and conditions as they may from time to time deem proper: (i) To retain, invest and reinvest the capital or other funds of the Trust in Mortgage Investments and other Mortgages without regard to whether any such Mortgage Investments and other Mortgages may mature before the possible termination of the Trust, and to possess and exercise all the rights, powers and privileges appertaining to the ownership of the Trust assets. (ii) For such consideration as they deem proper to invest in, purchase or otherwise acquire for cash or other property and hold for investment Mortgages secured by real property located in the United States, and, in connection with any such investment in Mortgages, acquire (i) the entire or any participating interest in rents, lease payments or other income from or the entire or any participating interest in the profits from, or the entire or any participating interest in the equity or ownership of, real property; and (ii) such investments, either directly or, subject to Article VIII Section 8, through joint ventures, partnerships, or other lawful combinations or associations. (iii) To sell, exchange, release, partition, assign, mortgage, pledge, hypothecate, grant security interests in, encumber, negotiate, convey, transfer or otherwise dispose of any and all of the assets of the Trust by deeds, trust deeds, assignments, bills of sale, transfers, leases, mortgages, financing statements, security agreements and other instruments for any of such purposes executed and delivered for and on behalf of the Trust or the Trustees by one or more of the Trustees or by a duly authorized officer, employee, agent or any nominee of the Trust. (iv) To, subject to Article IX Section 1 and Article VIII Section 7, issue authorized Shares or other Securities, all without the vote of or other action by the Shareholders, to such Persons for such cash, property or other consideration (including Securities issued or created by, or interest...
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Specific Powers and Authorities. Subject only to the express limitations contained in this Indenture or other contracts or obligations of the Trustee or the Trust, and in addition to any powers and authorities conferred by this Indenture (including, without limitation, Section 7.1 hereof) or which the Trustee may have by virtue of any present or future statute or rule of law, the Trustee, without any action or consent by the Unitholders, shall have the following powers and authorities which may be exercised by it from time to time or delegated by it, as herein provided, in its sole judgment and discretion and in such manner and upon such terms and conditions as it may from time to time deem proper, provided that the exercise of such powers and authorities does not adversely affect the status of the Trust as a "unit trust" and a "mutual fund trust" for the purposes of the Tax Act: (a) to accept subscriptions for Trust Units received by the Trust and to issue Trust Units pursuant thereto; (b) to maintain books and records; (c) to provide timely reports to Unitholders in accordance with the provisions hereof; (d) to effect payment of distributions to Unitholders; (e) to apply for ARTC; (f) to deposit funds of the Trust in interest-bearing accounts in banks, the Alberta Treasury Branch or trust companies whose short term obligations constitute Permitted Investments, including those of the Trustee, the same to be subject to withdrawal on such terms and in such manner and by such person or persons (including any one or more officers, agents or representatives) as the Trustee may determine; (g) to, directly or indirectly, borrow money from or incur indebtedness to any person and in connection therewith, to guarantee, indemnify or act as a surety with respect to payment or performance of any indebtedness, liabilities or obligation of any kind of any person, including, without limitation, the Corporation and any subsidiary of the Trust (as defined in the SECURITIES ACT (Alberta)); to enter into any other obligations on behalf of the Trust; or enter into any subordination agreement on behalf of the Trust or any other person, and to assign, charge, pledge, hypothecate, convey, transfer, mortgage, subordinate, and grant any security interest, mortgage or encumbrance over or with respect to all or any of the Trust Fund or to subordinate the interests of the Trust in the Trust Fund to any other person; (h) to possess and exercise all the rights, powers and privileges pertaining to the ownership of all ...
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Specific Powers and Authorities. Subject only to the express limitations contained in this Trust Agreement and in addition to any powers and authorities conferred by this Trust Agreement or which the Trustee may have by virtue of any present or future statute or rule of law, the Trustee without any action or consent by the Holders may exercise at any time and from time to time the following powers and authorities which may or may not be exercised by it in its sole judgment and discretion and in such manner and upon such terms and conditions as it may from time to time deem proper for the sole purpose of liquidating the Trust Estate and distribution of the proceeds of liquidation to the Holders, and not for the operation of a business: (1) To collect, liquidate or otherwise convert into cash, or such other property as they deem appropriate, all property, assets and rights in the Trust Estate, and to pay, discharge and satisfy all liabilities, expenses, obligations and claims existing with respect to the Trust Estate, the Trust or the Trustee. (2) To do or perform any acts or things reasonable or appropriate for the continued operation and the conservation, protection and orderly administration of the Trust Estate. (3) To provide for the registration of the Units under the Federal Securities laws and such registration or qualification under State Securities or Blue Sky laws as it deems advisable, if required by law. (4) To create reserve funds for any purpose, including, without limitation, reserves to protect against contingent or unknown liabilities which might exist with respect to the Trust Estate, the Trust, the Trustee or the prior operations or activities of CRC. (5) To incur and pay out of the Trust Estate any charges or expenses, and disburse any funds of the Trust, which charges, expenses or disbursements are, in the opinion of the Trustee, necessary or incidental to or desirable for the carrying out of any of the purposes of the Trust, including, without limitation, taxes and other governmental levies, charges and assessments of whatever kind or nature, imposed upon or against the Trustee in connection with the Trust or the Trust Estate or upon or against the Trust Estate or any part thereof. (6) To invest and re-invest funds of the Trust in demand and time deposits in banks or savings institutions, short-term certificates of deposit, or U.S. Treasury Bills subject to the requirements that the maturity date of such investments shall be such as to permit the Trustee to pay all deb...
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Specific Powers and Authorities. 15 7.3 RESTRICTIONS ON THE TRUSTEE'S POWERS..........................................................18 7.4 BANKING.......................................................................................19 7.5
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Specific Powers and Authorities. 21 6.3 Duties of the Trustee...............................................23 6.4
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Specific Powers and Authorities. 7 3.3 By-Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
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Specific Powers and Authorities. Subject only to the express limitations contained in this Contract of Trust including, without limitation sections 5.1 and 5.2, and in addition to any powers and authorities conferred by this Contract of Trust or which the Trustees may have by virtue of any present or future statute or rule or law, the Trustees without any action or consent by the Unitholders shall have and may exercise at any time and from time to time the following powers and authorities which may or may not be exercised by them in their sole judgment and discretion and in such manner and upon such terms and conditions as they may from time to time deem proper:
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Specific Powers and Authorities. Voting of Investments and ERC Royalty Units Held by the Fund..........22 8.04
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Specific Powers and Authorities. The specific powers and authorities enumerated in this Section 6.2 are in addition to the general powers and authorities granted in Section 6.1 and otherwise herein or by statute and shall not be construed as limiting such general powers or authorities or any other specific power or authority conferred herein on the Trustee, except that with respect to the exercise of the powers and authorities enumerated below, the Manager is entitled to give directions to the Trustee with respect to the exercise hereof. Subject to any specific directions of the Manager, the Trustee shall have and may exercise, at any time and from time to time, the following powers and authorities which may be exercised by it in its judgment and discretion and in such manner and upon such terms and conditions as it may from time to time deem proper: (a) to commence, defend, adjust, abandon or settle suits or legal proceedings in connection with the Fund or the Fund Property and to represent the Fund in any such suits or legal proceedings, provided that the Unitholders shall have no power or authority to oblige or require the Trustee to do so and provided further that the Trustee shall not be required to take such action unless it has been funded and indemnified to its satisfaction; (b) generally to exercise any of the powers of an owner with respect to securities or other Fund Property held in the Fund; (c) to exercise any conversion privileges, subscription rights, warrants or other rights or options available in connection with any securities or other Fund Property at any time held by the Trustee, and to make any payments incidental thereto; (d) to possess and exercise all rights, powers and privileges pertaining to ownership of all or any part of the assets of the Fund, to the same extent that an individual might, unless otherwise expressly limited herein, and, without limiting the generality of the foregoing, to vote personally, or by general or by limited proxy, any securities or other Fund Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any securities or other Fund Property held by it at any time; (e) to renew or extend or participate in the renewal or extension of any securities or Fund Property, upon such terms as it may deem advisable; (f) to make, execute, acknowledge and deliver any and all deeds, conveyances, contracts, waivers, releases or other documents of transfer and...
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Related to Specific Powers and Authorities

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • Incorporation and Authority (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.