Authorized Officers and Agents Sample Clauses

Authorized Officers and Agents. On the Closing Date the U.S. Borrower shall deliver, and from time to time thereafter the U.S. Borrower may deliver, to the Agent an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, Loans and Letters of Credit and a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Agent, such Lender, or such Issuing Bank believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrower.
Sample 1Sample 2See All (20)
AutoNDA by SimpleDocs
Authorized Officers and Agents. On the Amendment and Restatement Effective Date and from time to time thereafter when necessary, the Borrower shall deliver to the Lender an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request Loans and Letters of Credit and containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Lender shall be entitled to rely conclusively on such officer's or employee's authority to request such Loan or Letter of Credit until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit the Lender shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. The Lender shall incur no liability to the Borrower or any other Person in acting upon any telephonic notice referred to above which the Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower.
Sample 1
Authorized Officers and Agents. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Lender an Officers' Certificate setting forth the names of the officers, employees and agents authorized to request Loans and containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Lender shall be entitled to rely conclusively on such officer's or employee's authority to request such Loan until the Lender receives written notice to the contrary. In addition, the Lender shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Lender shall have no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Notice of Borrowing or any other document, and, with respect to an oral request for such a Loan, the Lender shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act Credit Agreement
Sample 1Sample 2
Authorized Officers and Agents. On the Amendment and Restatement Effective Date and from time to time thereafter when necessary, the Borrower shall deliver to the Lender an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request a Borrowing and containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Lender shall be entitled to rely conclusively on such officer's or employee's authority to request such Borrowing until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or any other document, and, with respect to an oral request for such a Borrowing the Lender shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. The Lender shall incur no liability to the Borrower or any other Person in acting upon any telephonic notice referred to above which the Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower.
Sample 1
Authorized Officers and Agents. 36 2.6 Periodic Settlement of Agent Advances and Repayments....................................................... 36 2.7
Sample 1
Authorized Officers and Agents. Southland shall notify the Administrative Agent in writing of the names of the officers and employees authorized to request Loans on behalf of Southland and shall provide the Administrative Agent with a specimen signature of each such officer or employee. The officers and employees of Southland authorized to request a Loan on behalf of Southland shall also be authorized to request a conversion/continuation of any Revolving Loan or any Term Loan on behalf of Southland. The Administrative Agent shall be entitled to rely conclusively on such officer's or employee's authority to request, convert or continue a Loan on behalf of Southland until the Administrative Agent receives written notice to the contrary. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation and, with respect to an oral request for a Loan or a conversion or continuation thereof, the Administrative Agent shall have no duty to verify the identity of any person representing himself as one of the officers or employees authorized to make such request on behalf of Southland. Neither the Administrative Agent nor any Senior Lender shall incur any liability to Southland in acting upon any telephonic notice referred to above which the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Southland or for otherwise acting in good faith under this Agreement.
Sample 1
Authorized Officers and Agents. On the Effective Date the Borrowers shall deliver, and from time to time thereafter the Borrowers may deliver, to the Administrative Agent an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the Borrowers in respect of all other matters relating to the Loan Documents. The Administrative Agent, Co-Agents, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the
Sample 1
AutoNDA by SimpleDocs
Authorized Officers and Agents. 46 2.5 Use of Proceeds of Loans.................................... 47 2.6
Sample 1
Authorized Officers and Agents. On the Closing Date and from time to time thereafter when necessary, the Issuer shall deliver to the Holders an Officer's Certificate setting forth the names of the officers, employees and agents authorized to act for the Issuer in respect of all matters relating to the this Agreement and the Notes and containing a specimen signature of each such officer, employee or agent. The Holders shall be entitled to rely conclusively on such officer's or employee's authority to act hereunder until the Holders receive written notice to the contrary. The Holders shall have no duty to verify the authenticity of the signature appearing on any written document.
Sample 1

Related to Authorized Officers and Agents

  • Officers and Agents The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.

  • Other Officers and Agents The Board may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

  • 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.

  • Officers; Agents The Board of Managers by vote or resolution shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. An officer may be removed at any time with or without cause. The officers of the Company as of the date hereof are set forth on Exhibit 6.3. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a corporation in the absence of a specific delegation of authority and all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Company may be signed by the Chairman, if any, the President, a Vice President (including any Assistant Vice President) or the Treasurer, Controller, Secretary or Assistant Secretary at the time in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

  • Authorized Officer (i) With respect to the Issuing Entity, any officer or agent acting under power of attorney of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (ii) with respect to the Servicer, any officer or agent of the Servicer who is authorized to act for the Servicer in matters relating to the Servicer or the Issuing Entity and to be acted upon by the Servicer pursuant to the Servicing Agreement.

  • Experts, Advisers and Agents The Trustee may:

  • Officers The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Officers and Trustees No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Attorneys and Agents The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

  • Brokers and Agents Except as disclosed on Schedule 18.5, each party represents and warrants that it employed no broker or agent in connection with this transaction and agrees to indemnify the other parties hereto against all loss, cost, damages or expense arising out of claims for fees or commission of brokers employed or alleged to have been employed by such indemnifying party.

Time is Money Join Law Insider Premium to draft better contracts faster.