AUTHORIZED ENTITIES Clause Samples

AUTHORIZED ENTITIES. This Agreement is entered into by the Parties each on its own behalf and for the benefit of: (i) any entity in which the Party directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in the Party; or (iii) any entity directly or indirectly under common control with the Party. Each Party and each of the entities described above are referred to herein as an “Authorized Entity”. No obligation is incurred or liability accepted by any Authorized Entity until that Authorized Entity enters into a site specific Permit. Only the Party and the Authorized Entity executing a Permit are responsible for the obligations and liabilities related thereto arising under that Permit and this Agreement. All communications and invoices relating to a Permit must be directed to the Authorized Entity signing the Permit. A default by any Authorized Entity will not constitute or serve as a basis for a default by any other Authorized Entity not a party to the applicable Permit.

AUTHORIZED ENTITIES. County may designate Participating Entities as Authorized Entities, including Authorized Departments and Authorized Participants, who shall thereafter be entitled to enjoy the License and other rights granted under this Agreement, by, among others, entering into an applicable Participant Agreement with such Participating Entity or otherwise. The List of Participating Entities in Exhibit B (Participating Entities) may be updated or otherwise modified by County by Change Notice upon agreement of the parties in order to reflect changes to the Authorized Entities; however, failure by County to update such Exhibit B (Participating Entities) shall not be interpreted that any particular Participating Entity is not an Authorized Entity. As a condition to a non-governmental entity becoming a Participating Entity under the Agreement, County and Contractor shall agree in advance on the sharing between County and Contractor of such Participating Entity’s contribution to LAR-IAC, as may further be set forth in Exhibit B (Participating Entities).

AUTHORIZED ENTITIES. The Bank may use such service providers, nominees, correspondents and subcustodians, including affiliates, and is authorized to utilize the services of the Federal Reserve Banks and such regulated clearing agents and securities depositories, domestic and foreign (all such entities herein referred to collectively as "Authorized Entities"), as is necessary or appropriate to carry out the Bank's duties under this Agreement, except that the Bank agrees not to use any Authorized Entity as to which the Customer has reasonably objected in writing, provided that the Customer must permit the Bank a reasonable amount of time to make arrangements to use a different Authorized Entity, if necessary. The Bank shall not be liable for any claim, liability, loss, damage or expense incurred by the Customer arising out of any act or omission of an Authorized Entity, except such claim, liability, loss, damage or expense arising out of the negligence or willful misconduct of an Authorized Entity that is an affiliate of the Bank.

AUTHORIZED ENTITIES. The definition of “Authorized Entity” in Schedule 15.1 of the Agreement is amended by adding the following to the end: “Notwithstanding anything in this Agreement: (a) JCPenney shall use commercially reasonable efforts to ensure that CVS Stores, Rite-Aid, and the website located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ (or its successor) (the “Designated Authorized Entities”) accept Private Label Cards through June 30, 2016; (b) JCPenney shall communicate on an ongoing basis with Private Label Cardholders regarding their ability to use Private Label Cards at the Designated Authorized Entities in a manner reasonably acceptable to both JCPenney and Bank; and (c) if at any point JCPenney operates fewer than six hundred (600) retail stores, or announces retail store closings that will result in the number of retail stores JCPenney operates falling below six hundred (600), then upon Bank’s request JCPenney will promptly use reasonable efforts to arrange for direct settlement between Bank and the Designated Authorized Entities for Private Label Credit Card transactions.”

AUTHORIZED ENTITIES. The Authorized Entities will fulfill all of their respective obligations under this Agreement, the BDCP, the Permits and the Integrated Biological Opinion. The Authorized Entities’ general obligations include:  Implementing the Conservation Measures and other BDCP actions as specified in the Plan, in Chapter 3 and this Agreement.  Participating in the Authorized Entity Group as described in Chapter 7.1.3.  Participating in the Adaptive Management and Monitoring Program.  Participating in the scientific research program.  Conferring with the Implementation Office and Permit Oversight Group regarding Plan implementation matters and obtaining concurrence or approval of Permit Oversight Group where required.  Funding a portion of the Conservation Strategy.

AUTHORIZED ENTITIES. (i) JCPenney shall use commercially reasonable efforts to maintain Authorized Entities in accordance with its practices as of the Effective Date, and shall communicate on an ongoing basis with Cardholders regarding their ability to use Credit Cards at the Authorized Entities in a manner reasonably acceptable to both JCPenney and Bank. (ii) An Authorized Entity shall be permitted to accept Credit Cards (other than Commercial Cards) in accordance with the provisions of this Agreement applicable to acceptance of Credit Cards by JCPenney, including the promotion of such acceptance, and JCPenney shall be responsible to Bank for compliance with such provisions by the Authorized Entity. For avoidance of doubt, an Authorized Entity shall not accept In-Store Payments or assist in processing Credit Card Applications. Bank shall have the same rights against JCPenney, and JCPenney shall have the same obligations to Bank, with respect to acts or omissions by an Authorized Entity related to acceptance of Credit Cards and other participation in the Program as Bank would have under this Agreement if JCPenney had committed the act or omission. If Bank notifies JCPenney of an Authorized Entity’s non-compliance with the terms of this Agreement, and the Authorized Entity fails to cure such non-compliance within thirty (30) days of such notice, then Bank may deliver to JCPenney a notice of termination for such Authorized Entity, and if the Authorized Entity does not cure such non-compliance within fifteen (15) days of JCPenney’s receipt of the notice of termination for such Authorized Entity, Bank shall immediately have the right to terminate the authority of such Authorized Entity to accept Credit Cards. Notwithstanding anything in this Agreement, Bank may suspend the authority of an Authorized Entity for non-compliance with the terms of this Agreement with notice to JCPenney in Exigent Circumstances. (iii) In the case of JCPenney, and in the event that any Authorized Entity which is an Affiliate of JCPenney shall cease to be an Affiliate of JCPenney, at the request of JCPenney, Bank shall permit such Affiliate to continue to participate in the Program as an Authorized Entity, subject to Bank’s rights under Section 2(c)(ii).