Omnibus. In exceptional circumstances, Skuld may, in its absolute discretion, cover the Assured’s liability, loss, expense or costs which would not otherwise be covered under this insurance, to the extent that Skuld considers that such cover would be appropriate.
Omnibus. RESOLVED, that the Authorized Representatives, or any one of them, be, and they hereby are, authorized, empowered and directed, in the name and on behalf of the Company, to take all steps and do all acts and things, including, without limitation, the execution and delivery of documents, agreements, certificates or instruments as are or may become necessary or appropriate to effect the purposes and intents of the foregoing recitals and resolutions and the transactions contemplated thereby, each to be in form and content acceptable to the applicable Authorized Representative executing such documents, agreements, certificates or instruments, his or her approval and the approval of the Stockholders being conclusively evidenced by his or her execution and delivery thereof; and FURTHER RESOLVED, that all actions previously taken by any Authorized Representative prior to the date hereof with respect to any action authorized by the foregoing resolutions be, and all such actions hereby are, approved, adopted, confirmed and ratified in all respects as the acts and deeds of the Company; and FURTHER RESOLVED, that a copy of these resolutions be inserted in the minute book of the Company where the proceedings of the Stockholders are reflected and that the Secretary be, and hereby is, instructed to cause the same to be so inserted in the minute book of the Company. *****
Omnibus. The Company may take any other action not prohibited under the Act, this Agreement or other applicable law and in furtherance of the business purpose of the Company. ARTICLE II
Omnibus. This Agreement Amendment shall not be binding upon the party until signed below by or on behalf of each party. The headings of the several sections are inserted for convenience and are not intended to effect the meaning or interpretation of this Agreement Amendment. This Agreement Amendment has been negotiated at arm’s length between the parties, and each party and its counsel have participated fully in the review and revision thereof. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement Amendment. The language in this Agreement Amendment shall be interpreted as to its fair meaning and not strictly for or against any party. No amendment or modification of this Agreement Amendment shall be valid or binding upon the parties unless made in writing and signed by both parties hereto. The covenants, obligations and provisions of this Agreement Amendment are severable, and in the event that any covenant, obligation or provision of this Agreement Amendment shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining covenants, obligations, or provisions hereof. The parties agree to use good faith, reasonable efforts to replace any illegal, invalid or unenforceable provision with a legal, valid and enforceable provision that preserves the original intent of the parties. In assuming and performing the respective obligations under this Agreement Amendment the parties are each acting as independent parties and neither shall be considered or represent itself as a joint venture, partner, franchisee, agent or employee of the other. This Agreement Amendment may be signed in counterparts, each of which when taken together shall constitute one fully executed document. Executed, scanned and electronically transmitted signatures and electronic signatures shall be deemed original signatures for purposes of this Agreement Amendment and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.
Omnibus. RESOLVED, that each of the Authorized Officers of the Company be and hereby are, authorized, empowered and directed to take all steps and do all acts and things, including the execution and delivery of documents, agreements, certificates or instruments as are or may become necessary or appropriate to effect the purposes and intents of the foregoing resolutions, each to be in form and content acceptable to the Authorized Officer executing such documents, agreements, certificates or instruments, with his or her approval thereof, and the approval of the Special Committee thereof, to be conclusively evidenced by his or her execution and delivery thereof; FURTHER RESOLVED, that all actions previously taken by any director, officer, agent or attorney of the Company relating to the subject matter of the foregoing resolutions are hereby adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company; FURTHER RESOLVED, that these resolutions may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument; FURTHER RESOLVED, that for purposes of these resolutions, a facsimile copy or an e-mail of a PDF file containing a copy of the signature page of each person executing these resolutions shall be effective as an original signature and effective as an execution counterpart thereof; and FURTHER RESOLVED, that a copy of these resolutions be inserted in the minute book of the Company and that the Secretary of the Company be and hereby is instructed to cause the same to be so inserted in the minute book of the Company. EXHIBIT B FORM OF CLOSING CERTIFICATE RVUE HOLDINGS, INC. CLOSING CERTIFICATE [DATE] This Closing Certificate is delivered pursuant to Section 6(I)(c) of that certain Subscription Agreement dated as of the date hereof (the “Agreement”), by and between Acorn Composite Corp. (the “Subscriber”) and rVue Holdings, Inc., a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement. The undersigned, in his capacity as the President of the Company, does hereby certify as follows: That each of the representations and warranties of the Company set forth in the Agreement are true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to mate...
Omnibus. This Agreement, plus any contemporaneously executed schedules and amendments, is the entire agreement between us, and it can only be modified by an instrument in writing executed by both of us.
Omnibus. ACCOUNTS The Portfolio will have a single omnibus account on its books for a Fund which will hold shares of the Portfolio.
Omnibus. All other assets, property rights, documents ------- instruments, chattel paper or other rights owned by the Company and any interest therein and all additions, accessions, replacements, substitutions, improvements and proceeds of any asset set forth in clauses (a)-(e).
Omnibus. Without limiting the foregoing, either party hereto may take any appropriate or necessary action to prevent a breach of the Shareholders' Agreement by the IWC Group or the other party.
Omnibus
