Authorized Officers. The execution of any certificate requirement hereunder by an Authorized Officer shall be considered to have been done solely in such Authorized Officer’s capacity as an officer of the applicable Credit Party (and not individually). Notwithstanding anything to the contrary set forth herein, the Secured Parties shall be entitled to rely and act on any certificate, notice or other document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Credit Party and shall have no duty to inquire as to the actual incumbency or authority of such Person.
Authorized Officers. The Warrant Agent shall be fully authorized and protected in relying upon written instructions received from any authorized officer of the Company and shall not be liable for any action taken, suffered or omitted to be taken by, the Warrant Agent in accordance with such advice or instructions.
Authorized Officers. The manual or facsimile signature of any individual appearing on this Master Agreement, or any document or certificate issued pursuant to this Master Agreement, and which is designated as the signature of a Responsible Officer of any Person, shall constitute conclusive evidence that such individual is, in fact, authorized to execute such document, notwithstanding that such authorization may have lapsed prior to the effective date of such document.
Authorized Officers. Set forth on Schedule 1.01(c) are the officers holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02. Such officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, the Credit Agreement, the Notes and the other Loan Documents.
Authorized Officers. CCSI represents that the CILAC officers identified in Schedule C, attached hereto and incorporated herein by reference (hereinafter referred to as "Authorized Officers"), are authorized within the scope of the officers' authority as described in Schedule C, to: (i) coordinate communications with EquiTrust with respect to this Agreement; (ii) provide to EquiTrust written requests and instructions with respect to the services provided for herein; and (iii) clarify with EquiTrust the specific scope and timing of records maintained, reports prepared and other services performed by EquiTrust. CILAC's Vice President Life/Health Operations is authorized to agree in writing with EquiTrust on changes in the compensation payable by COUNTRY to EquiTrust to reflect changes in the scope and timing of the services. If EquiTrust receives any letter or other writing from an Authorized Officer of COUNTRY authorizing an officer of COUNTRY to sign documents on behalf of COUNTRY, then such officer shall be considered an Authorized Officer for purposes of this Agreement and Schedule C shall be considered amended accordingly. CCSI may amend Schedule C from time to time by giving notice to EquiTrust of the amendment.
Authorized Officers a. Specimen signatures of the officers of the Corporation authorized to sign the physical evidence of Securities, including any certificate (see Exhibit E) together with any applicable specimen certificates, shall be provided to the Transfer Agent to be used by it for the purpose of comparison. The Transfer Agent shall be protected and held harmless in recognizing and acting upon any signature, certificates or other document believed by it in good faith to be genuine. When any officer of the Corporation shall no longer be vested with the authority to sign evidence of Securities for the Corporation, a written notice thereof shall be given to the Transfer Agent and until receipt of such notice the Transfer Agent shall be fully protected and held harmless in recognizing and acting upon the evidence of Securities bearing the signature of such officer or any signature believed by it in good faith to be such genuine signature.
Authorized Officers. The Board of Managers may appoint authorized officers of the Company (“Authorized Officers”) who may, on behalf of the Company, execute agreements to which the Company is a party and any document or certificate to be delivered for them or under them. Any Authorized Officer will have the right and authority to perform duties the Board of Managers delegates to them. Each Authorized Officer will hold office for the term for which the Authorized Officer is appointed and until a successor is appointed and qualified or until the Authorized Officer’s death, resignation or removal. A Person may hold multiple offices. No Authorized Officer need be a Manager, the Member, a Delaware resident, or a United States citizen. The compensation, if any, of the Authorized Officers of the Company will be determined by the Board of Managers.
Authorized Officers. RLF1 28406131v.1
Authorized Officers. The Borrower hereby designates, appoints, authorizes and directs each of the officers designated in the certified resolution of the board of directors of the Borrower or the Notice of Authorized Borrowers delivered to the Administrative Agent on the Closing Date (each, an “Authorized Officer”) to act on behalf of the Borrower for purposes of giving notice to the Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (in the form of Exhibit H) from time to time after the Closing Date, and in such event, each designated Person noted therein shall be deemed to be “Authorized Officer” as used herein. The Administrative Agent and the Banks are entitled to rely and act on the instructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, negotiated attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agent, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any Bank howsoever arising or incurred because of, out of or in connection with the Administrative Agent, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any Bank dealing with the Authorized Officer on behalf of the Borrower, other than those liabilities, obligations, damages, penalties, claims causes of action, costs, charges and expenses incurred by reason of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as the case may be.
Authorized Officers. For Purposes of this Agreement the term Authorized Officers shall mean the Chairman, Vice Chairman and Chief Executive Officer, any Vice President, the Secretary or any Assistant Secretary of the Member.
