Acts and Decisions Sample Clauses

Acts and Decisions. Except as otherwise prohibited or restricted by the Loan Documents (and such prohibitions and restrictions are hereby incorporated by reference as if set forth herein) or applicable law, Participant agrees that, with regard to the Transferred Interest, Seller shall act or refrain from acting in respect of any request, act or decision under the Loan Documents (each an “Action”) in accordance with the directions, or pursuant to the consent of, the Required Participants. Participant acknowledges that it shall be bound by any such Actions of the Seller; provided, that any Action to (i) postpone any date fixed by any Loan Document for any payment of principal, interest, fees or other amounts due to the Seller with respect to the Seller’s Interest, (ii) reduce the principal of, or the rate of interest specified in any Loan Document with respect to any Loan, (iii) release or otherwise discharge of any security interest or lien granted to the Seller under the Loan Documents; (iv) release the Obligor or any other person now or hereafter liable for any of the Obligations, whether as co-makers, endorsers, guarantors, sureties, indemnitors or otherwise or (v) change the definition of “Required Participants” under any participation agreement with respect to the Loans so that it modifies the definition of such term herein as of the date of this Agreement, shall require the consent of all participants of all the Loans.
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Acts and Decisions. Beginning on the Effective Date, and subject to the first sentence of Section 5.01, Seller agrees that it will act or refrain from acting in accordance with Participant’s written instructions (if timely given) in respect of any other request, act, decision or vote in connection with any Participation for which participants are entitled to vote pursuant to any Credit Agreement. Upon Seller’s receipt of notice of any vote or action in connection with each Participation for which Participant is entitled to vote as 7 provided above, Seller shall, subject to any confidentiality restriction contained in any Credit Agreement, use good faith efforts to give written notice thereof to Participant as promptly as reasonably possible; provided, however, Seller shall have no obligation or liability to Participant for Seller’s failure to deliver any of the foregoing. Neither Party is a trustee or agent of the Party, nor does either Party have fiduciary obligations to the other Party.
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Acts and Decisions. (a) Seller shall pursue recoveries from PREPA in a commercially reasonable manner and in accordance with this Section 13. Without Purchaser’s consent, Xxxxxx agrees not to consent, agree, accept or consent to (a) allowance of the Claim in an amount lower than the Transferred Amount, or (b) any treatment in respect of the allowed portion of the Claim the net effect of which would result in payment other than in full in respect of the Transferred Amount. The Parties agree that, consistent with and subject to the provisions of this Section 13(a), Seller shall, (i) direct the prosecution and defense of any and all claims with respect to or arising under the Claim and/or the Transferred Rights; and (ii) direct the prosecution, defense, litigation, discovery, settlement or compromise of any motion, application or other pleading in the Proceedings to the extent related to or in any way directly or indirectly impacting the Claim and/or the Transferred Rights; provided that, Purchaser shall have the right, directly or through its agent (including the Collateral Agent) or other representative, to enforce the obligations of Debtor to pay any amounts due in respect of the Claim in accordance with the directions set forth in the PREPA Notices. (b) In connection with any prosecution and defense described in this Section 13, Seller will not be held to the standard of care of a fiduciary but will exercise the same duty of care in the administration and enforcement of the Transferred Rights it would exercise if it held the Transferred Rights solely for its own account, and except for losses that result from Seller’s bad faith, gross negligence, willful misconduct or breach of any of the express terms and provisions of this Agreement, it shall not be liable for any error in judgment or for any action taken or omitted to be taken by it. Seller 10 may rely on any notice, consent, certificate, request or other written document or communication received by Seller from Purchaser or any employee or agent of Purchaser and believed by Seller in good faith to be genuine. (c) Subject to the express terms and provisions of this Agreement (including this Section 13), Seller (i) may rely on its own legal counsel, independent public accountants and other experts selected or accepted in good faith by Seller (collectively, the “Experts”) and Seller shall not be liable for any action taken or omitted to be taken in good faith by Seller in accordance with the advice of such Experts, (ii) sha...
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Acts and Decisions. It is understood and agreed by the parties hereto that the Collateral Manager has been appointed to manage and monitor the Collateral Debt Obligations pursuant to the Warehouse Agreement and that the Collateral Manager is authorized to act on behalf of the Issuer for all purposes of this Participation Agreement, including the exercise of the Issuer’s rights described herein. With respect to each Collateral Debt Obligation, in the event that, in its capacity as collateral manager of such Collateral Debt Obligation and on behalf of the Issuer, the Collateral Manager receives any notice or other communication concerning any amendment, supplement, consent, waiver or other modification (howsoever documented) (any such item, a Communication) under or in respect of any Collateral Debt Obligation or any related document or makes any affirmative determination to exercise or refrain from exercising any rights or remedies in respect of a Collateral Debt Obligation, the Collateral Manager, on behalf of the Issuer, shall give prompt notice thereof to GSCP. In any such event and in the absence of (a) a Collateral Manager Event having occurred and be continuing and (b) a Material Adverse Change within the meaning of clause (b) of the definition set out in the Warehouse Agreement thereof having occurred and be continuing, the Collateral Manager on behalf of the Issuer shall, with respect to the Collateral Debt Obligation, exercise all voting and other powers of ownership relating to such Communication or the exercise of such rights or remedies as the Issuer shall deem appropriate under the circumstances; provided that, insofar as any such Communication is related to a Specified Matter the Collateral Manager, on behalf of the Issuer, shall exercise all voting and other powers of ownership relating to such Communication only with the prior written consent of GSCP, except to the extent that the grant by the Issuer to GSCP of such consent right would expressly violate a provision of the Collateral Debt Obligation or any related document prohibiting any such grant or expressly restricting the matters that may be the subject of any such right of a holder of a Participation Interest, in which event GSCP’s right to so consent shall not exist or be so limited, as applicable.
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Acts and Decisions. 8 3.2 Care......................................................................................................8 ARTICLE IV CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS..........................................................8 4.1
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Acts and Decisions. The business and affairs of the Partnership shall be managed and controlled solely and exclusively by the General Partner, who shall have all of the rights that may be possessed by a general partner pursuant to the Act and such rights and powers as are otherwise conferred by law or are necessary, advisable or convenient for the management of the business and affairs of the Partnership.
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Acts and Decisions. Seller shall act as DLJ's agent and at DLJ's direction in DLJ's sole discretion and at DLJ's sole cost and expense, for all purposes under the Agreements, including, without limitation, for purposes of voting (to the extent permitted under the Agreements), distribution, and exercise of any rights under the Agreements including, without limitation, Seller's rights with respect to demand and other registration rights in respect of the resale by Seller on behalf of DLJ or directly by DLJ any securities to be issued in exchange for, or in payment of, the Note as directed by DLJ in writing. Without limiting the foregoing, DLJ, at its sole cost and expense, shall be entitled (i) to designate all attorneys to be retained by Seller (who shall be reasonably satisfactory to Seller) in connection with all matters relating to the Agreements including, without limitation, Seller's rights of enforcement thereunder and (ii) to direct all actions to be taken by such counsel, within the scope of its representation of Seller. DLJ shall have the exclusive right to direct the settlement of any litigation or restructuring affecting the Participation Interest. Notwithstanding the foregoing, DLJ, at its sole option, and at DLJ's sole cost and expense, may as Seller's agent or attorney-in-fact in Seller's name, as necessary or appropriate, take all actions it deems necessary to collect or enforce rights in respect of the Participation Interest and the Agreements and Seller shall execute any documents necessary so to authorize DLJ.
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Acts and Decisions. Until such time as Purchaser receives the Purchased Shares, if for any reason any Seller is entitled to exercise any voting and/or other rights and remedies with respect to the Purchased Shares, such Seller shall take (or refrain from taking) any action with respect to the Purchased Shares in accordance with the prior written instructions of Purchaser, except as prohibited under applicable law, rule or order.
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Related to Acts and Decisions

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Decisions 17.12.1 When an employee is represented by the Association in the presentation of a grievance, the Council shall provide the Association with a copy of the Council’s decision at each level of the grievance procedure at the same time the Council’s decision is conveyed to the employee. 17.12.2 The decision given by the Council at the final level of the grievance procedure shall be final and binding unless the grievance is referred to adjudication in accordance with the PSLRA.

  • Arbitration Decisions Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this LGIA and shall have no power to modify or change any provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act. The final decision of the arbitrator(s) must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities, or Network Upgrades.

  • Notices; Standards for Decisions and Determinations The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 12.01(c) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 12.01(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 12.01(c).

  • Credit Decisions Each Lender acknowledges that it has, independently of the Administrative Agent and each other Lender, and based on such Lender’s review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

  • Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association’s Prior Review. All other contracts shall be subject to Post Review by the Association.

  • Review by the Bank of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Bank’s Prior Review. All other contracts shall be subject to Post Review by the Bank.

  • COURT'S DECISION 33.01 In the event of any articles or portions of this Agreement being held improper or invalid by any Court of Law or Labour Relations Board, such decision shall not invalidate any other portions of this Agreement than those directly specified by such decision to be invalid, improper or otherwise unenforceable.

  • The Decision If mediation fails, or is not appropriate, and if the decision can be rendered after a short deliberation, the Arbitrator will do so. By meeting first with counsel to explain the framework of the Arbitrator’s decision, the parties are provided with an opportunity to influence the exact terms of resolution. Within the framework of settlement as outlined by the Arbitrator, the parties can work out exact terms which best suit the specifics of the case. Such an opportunity should not be wasted by continuing to argue the merits of the case.

  • Intention of the Parties and Interpretation Each of the parties acknowledges and agrees that the purpose of Article XI of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply (to the extent practical from a timing and information systems perspective) with requests made by the Securities Administrator, the Master Servicer or the Depositor for delivery of additional or different information as the Securities Administrator, the Master Servicer or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

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