1Authority Clause Samples

1Authority. This Plan will be interpreted, administered, and operated by the Board, which will have complete authority in its sole discretion, subject to the express provisions of this Plan, to (a) construe, interpret, and apply this Plan and each of its provisions, (b) prescribe, amend, and rescind rules and regulations relating to this Plan, (c) authorize any person to execute, on behalf of the Company, any document required to carry out the purposes of this Plan, (d) select, subject to any limitations set forth in this Plan, those persons who constitute Participants, (e) interpret, administer, reconcile any inconsistency in, correct any defect in, or supply any omission in this Plan and any document or agreement relating to this Plan, and (f) exercise discretion to make any and all other determinations that it determines to be necessary or advisable for the administration of this Plan. Additionally, subject to the terms of this Plan, the Board has authority to: (a) determine when Awards are to be granted under this Plan and the applicable Grant Date; (b) from time to time select, subject to the limitations set forth in this Plan, those eligible Award recipients to whom Awards will be granted; (c) determine the number of Class C Shares to be made subject to each Award; (d) determine whether each Option is to be an Incentive Share Option or a Non-qualified Share Option; (e) prescribe the terms and conditions of each Award, including the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to the grant; (f) determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures that will be used to establish the Performance Goals, the Performance Periods, and the number of Performance Shares earned by a Participant; (g) amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided, however, that if any amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, the amendment will also be subject to the Participant’s consent; (h) determine the duration and purpose of leaves of absences that may be granted to a Participant without constituting termination of employment for purposes of this Plan, which periods will be no short...

1Authority. The Seller has full power, authority and legal capacity to execute and deliver the Transaction Documents to which the Seller is a party and to perform the Seller's obligations thereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with the terms of this Agreement.

1Authority. (a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on the Controlling Agent to any other Party. (b) Each Party acknowledges and agrees that the Controlling Agent shall be entitled, for the benefit of the Creditors, to sell, transfer or otherwise dispose of or deal with any Transaction Security as provided herein and the Security Documents, as applicable, without regard to any rights to which the other Creditors would otherwise be entitled as a result of the Liabilities held by such other Creditors. Without limitation of the foregoing, each Party agrees that the Controlling Agent shall not have any duty or obligation first to marshal or realize upon any type of the Transaction Security, or to sell, dispose of or otherwise liquidate all or any portion of the Transaction Security in any manner that would maximize the return to the Creditors, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Creditors from such realization, sale, disposition or liquidation. Each of the Creditors waives any claim it may now or hereafter have against the Controlling Agent or the Instructing Group arising out of any actions which the Controlling Agent or the Instructing Group take or omit to take in respect of the Transaction Security. (c) Each of the Creditors authorizes the Controlling Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Controlling Agent under or in connection with the Debt Documents together with any other incidental rights, powers, authorities and discretions.

1Authority. Signing of the AGREEMENT has been done in compliance with Board approval as outlined in the Board Policies for the ▇▇▇▇▇▇▇ Community College District. An AUTHORIZED AGENT for each PARTY shall sign.

1Authority. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action and no further consent or authorization of the Purchaser is required. This Agreement constitutes the valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

1Authority. Purchaser is a Delaware limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and its status is active, and Purchaser is in good standing and duly qualified to transact business under the laws of the states where it conducts business. This Agreement and all documents necessary to the Contemplated Transactions executed or to be executed by Purchaser (a) will be duly authorized, executed and delivered by Purchaser, (b) will be legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought, (c) will not contravene, conflict with or result in a ​ ​ violation of the Certificate of Formation, Operating Agreement or any resolution adopted by the board of directors, committee, or members of Purchaser, (d) will not contravene, conflict with, or result in a material violation or material breach of any provision of, or give any Person the right to declare a material default or exercise any material remedy under, any Legal Requirement or any Contract to which Purchaser is a party or any of the assets owned or used by Purchaser may be subject, (e) will not cause any assets owned or used by Purchaser to be reassessed or revalued by any Governmental Authority, (f) will not contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Purchaser or that otherwise relates to the business of Purchaser or to any of the assets owned or used by Purchaser, or (g) will not give any Person the right to any material payment by Purchaser (other than the payments to Seller expressly contemplated, and subject to the terms and conditions, herein) or give rise to any acceleration or change in any material award, grant, vesting or determination of options, warrants, rights, or severance payments of Purchaser in favor of any Person, in any such...

1Authority. Each Loan Party has the full power, authority and legal right to enter into this Agreement and the other Loan Documents to which it is a party and to perform all of its respective obligations hereunder and thereunder, as the case may be. This Agreement and the other Loan Documents to which each Loan Party is a party constitute the legal, valid and binding obligations of such ​ Loan Party, enforceable against it in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the other Loan Documents by each Loan Party a party hereto or thereto has been approved by all necessary corporate action.

1Authority. Advisor represents and warrants to NextCure that (a) Advisor’s execution and delivery of this Agreement does not, and Advisor’s performance of Advisor’s obligations hereunder in accordance with the terms hereof will not, (i) violate any law applicable to Advisor, or (ii) conflict with, result in the breach of any provisions of, or constitute a default under any agreement, fiduciary duty, or other obligation to which Advisor is a party or by which Advisor is or may be bound; and (b) with respect to any information, know-how, materials, knowledge, or data disclosed by Advisor to NextCure in the performance of this Agreement, Advisor has the full and unrestricted right to disclose the same to NextCure. Advisor further represents that his or her current employer(s) and academic institution(s) have received full disclosure as to the Advisor’s acting as a scientific advisor and consultant to NextCure and of the duties required of the Advisor under this Agreement, and that such employer(s) and institution(s) consent fully to Advisor’s execution of this Agreement and position as scientific advisor and consultant for NextCure. Advisor agrees to promptly notify NextCure upon the occurrence after the Effective Date of any event that would have been covered by this section if it had occurred on or prior to the Effective Date.

1Authority. Each Party hereby expressly represents and warrants that: (i) it is duly authorized to execute and deliver this Mutual Release; (ii) this Mutual Release and the transactions contemplated hereby have been duly authorized by all necessary corporate or other applicable action of such Party; (iii) it is the lawful owner of all claims, liabilities or obligations herein released; (iv) it has full power and express authority to terminate the Employment Agreement and to settle and release such claims, liabilities or obligations as set forth in this Mutual Release; (v) the execution, delivery and performance of this Mutual Release, the Severance and Bonus Payment Note and the Earn-out Note does not constitute a breach or violation of, or default under, any agreement, contract or certificate of incorporation, bylaws or other charter document to which such Party is a party or is otherwise subject to; (vi) such Party has obtained all consents, approvals and waivers of all third parties that are necessary for such Party to enter into and perform this Mutual Release, which with respect to CynergisTek includes the consent and approval of BMO ▇▇▇▇▇▇ Bank, N.A., whose written consent has been provided to ▇▇▇▇▇▇▇▇▇ prior to the date of this Mutual Release, (vii) it has not made any assignment or transfer of such claims, liabilities or obligations, including but not limited to, assignment or transfer by subrogation or by operation of law; (viii) it knows of no person or entity that intends to assert such a claim, liability or obligation by, through, under, or on behalf of such Party; (ix) it is not relying upon any statements, understandings, representations, expectations, promises, or agreements other than those expressly set forth in this Mutual Release; (x) it is represented and 10902060v.11 4848-4962-5682 has been advised by counsel in connection with this Mutual Release, which such Party executes wholly voluntarily and of its own choice, volition, judgment, belief and knowledge, after consultation with such counsel and not under coercion or duress; and (xi) it has made its own investigation of the facts and is relying solely upon its own knowledge and the advice of its counsel. The Parties agree and stipulate that each Party is relying upon these representations and warranties, and solely upon these representations and warranties, in entering into this Mutual Release. These representations and warranties shall survive the execution of this Mutual Release.