Other Powers. The Debtor also authorizes the Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Other Powers. The Grantor also authorizes the Administrative Agent, from time to time if an Event of Default shall have occurred and be continuing, to execute, in connection with any sale provided for in Section 8 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Other Powers. (i) Each Grantor also authorizes the Administrative Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 9 or 10 hereof, any indorsement, assignments or other instruments of conveyance or transfer with respect to the Collateral and (ii) each Grantor authorizes the Administrative Agent to file financing statements with respect to the Collateral without the signature of such Grantor in such form and in such filing offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.
Other Powers. Debtor further authorizes Agent, at any time and from time to time to (i) to execute, in connection with any sale provided for hereunder, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral, (ii) communicate in its own name with any party to any agreement or instrument included in the Collateral, at any time, with regard to any matter relating to such agreement or instrument and (iii) to the full extent permitted by applicable law, to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Debtor. 13.
Other Powers. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership including, but not limited to, the following: opening bank accounts; paying or authorizing the payment of distributions to the Partners and expenses of the Partnership such as management and performance fees; legal and accounting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as cash margin deposits. The General Partner is hereby authorized to perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as “tax matters partner” of the Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the Partnership unless a Limited Partner notifies the Internal Revenue Service and the General Partner that the General Partner may not act on his behalf. The Partnership shall reimburse the General Partner for all costs and expenses incurred by the General Partner in its capacity as Tax Matters Partner. The General Partner may, in its sole discretion, make or refrain from making the election contemplated by Section 754 of the Code on behalf of the Partnership, and determine how to classify items of income, gain, expense or profit for federal or state income tax purposes on the Partnership’s tax returns and the Form K-1s (or any successor form) transmitted to the Limited Partners. The General Partner shall withhold from income allocated to any foreign Partner any amount that it deems required by the Code, including Section 1441, 1442, or 1446 thereof, and any regulations thereunder or administrative interpretations thereof. Any amount withheld shall be paid over to the United States Treasury and shall be charged against the foreign Partner’s Capital Account.
Other Powers to do anything else it may think fit for the realisation of the Charged Assets or incidental to the exercise of any of the rights conferred on it under or by virtue of this Deed and other applicable statutory provisions and common law. SCHEDULE 2 SHARES Column A Column B Column C Column D Column E Column F The Charged Company Place of incorporation of the Charged Company Name of registered shareholder(s) Place of incorporation or residence of registered shareholder(s) No. of shares Certificate no. Bona Film Group Limited Cayman Islands Skillgreat Limited British Virgin Islands 2,484,396 [·] SCHEDULE 3 FORM OF INSTRUMENT OF TRANSFER FOR VALUE RECEIVED (amount) Skillgreat Limited (Transferor) hereby sell, assign and transfer unto (Transferee) of (address) (number of shares) in Bona Film Group Limited (name of Company) Such sale, assignment and transfer shall be free of any liens, encumbrances or other restrictions thereon. We consent that our name remains on the register of members of the Company until such time as the Company enters the Transferee’s name in the Register of Members of the Company. This instrument of transfer is governed by Cayman Islands law. Dated this day of In the presence of: (Witness) (Transferor) In the presence of: (Witness) (Transferee) SCHEDULE 4 FORM OF IRREVOCABLE DEED OF APPOINTMENT OF PROXY AND POWER OF ATTORNEY We, Skillgreat Limited, hereby irrevocably appoint Uranus Connection Limited as our:
Other Powers. Subject to the terms of Section 21 hereof and the provisions of the other Operative Documents, Recco also authorizes the Seller, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.