Specific Authorization Clause Samples

Specific Authorization. Any indemnification under Section 7.6(b) or Section 7.6(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of any Person described in such Sections is proper in the circumstances because such Person has met the applicable standard of conduct required by such Sections. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Board Members who were not parties to such action, suit or proceeding, even if less than a quorum; or (ii) if there are no such Board Members, or if such Board Members so direct, by independent legal counsel in a written opinion.

Specific Authorization. Any indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the board of directors by a majority vote of directors who were not parties to such action, suit or proceeding (even though less than a quorum), or (2) if there are no disinterested directors or if a majority of disinterested directors so directs, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, or (3) by the stockholders of the corporation.

Specific Authorization. Any indemnification under Section 1 or Section 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders of the Corporation.

Specific Authorization. The Company, and the Managing Member on behalf of the Company, may enter into and perform the Contribution Agreement without any further act, vote or approvals of any Member or other Person, notwithstanding any provision of this Agreement, the Delaware Act or other applicable law, rule or regulation. The authorization set forth in the prior sentence shall not be deemed to be a restriction on the Managing Member's entering into other agreements on behalf of the Company.

Specific Authorization. Those employees not specifically authorized by the Employer to carry firearms or other weapons are prohibited from carrying weapons in connection with their employment.

Specific Authorization. The Company is hereby authorized to execute, deliver and perform, and the Manager on behalf of the Company is hereby authorized to execute and deliver, the Tax Receivable Agreement, the Registration Rights Agreement, the IPO Class A Common Unit Subscription Agreement, the Underwriting Agreement, the Tax Receivable Agreement, the Stockholders Agreement, the Registration Rights Agreement, and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto or the IPO, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Manager to enter into other agreements on behalf of the Company.

Specific Authorization. Any indemnification under subclause (a) or (b) of this Section 4.5 (unless ordered by a court or subject to subclause (c) of this Section 4.5) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the Board by a majority vote of a Quorum consisting of Managers who were not parties to such action, suit or proceeding, or (2) if such a Quorum is not obtainable, or, even if obtainable, a Quorum of disinterested Managers so directs, by independent legal counsel in a written opinion, or (3) by the Members of the Company.

Specific Authorization. Notwithstanding any other provision of this Agreement, the Partnership (acting in its own name or on behalf of the Fund, as the case may be) and the General Partner on its own behalf or on behalf of the Partnership (or on behalf of the Partnership on behalf of the Fund), as appropriate, may execute, deliver and perform one or more Carry Agreements, one or more Subscription Agreements, any Fund Agreement, any guarantee where the Fund is a beneficiary and the Partnership is an obligor, any management agreement with Oaktree, any subscription agreement relating to the Fund and any agreements to induce any Person to become a limited partner of the Fund, all amendments thereto and all agreements contemplated thereby and relating thereto, all without any further act, vote or approval of any Limited Partner or other Person. The General Partner is hereby authorized to enter into and perform on its own behalf or on behalf of the Partnership, as appropriate, the agreements described in the immediately preceding sentence, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other agreements on its own behalf or on behalf of the Partnership subject to any other restrictions expressly set forth in this Agreement.

Specific Authorization. Any indemnification under Section 13.1 or Section 13.2 herein (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in said Sections 13.1 and 13.