Certain Duties and Responsibility Sample Clauses

Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in this Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.
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Certain Duties and Responsibility. The rights, powers, duties and privileges of the Depositary shall be as set forth in Exhibit A attached hereto. The Depositary undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.
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Certain Duties and Responsibility. 9 SECTION 3.2 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES................................. 9
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Certain Duties and Responsibility. The Agents agree to perform only such duties as are specifically set forth in this Agreement. The Agents may perform or execute any of their respective duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through their agents and attorneys and shall not be responsible for any willful misconduct or negligence of any agent or attorney appointed with due care and approved by the Company hereunder in writing, which agent or attorney shall be responsible to the Company for its willful misconduct or negligence.
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Certain Duties and Responsibility. The Agents agree to perform only such duties as are specifically set forth in the Deposit Agreement. The Agents may perform or execute any of their respective duties or powers under the Deposit Agreement directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through their agents and attorneys and shall not be responsible for any willful misconduct or negligence of any agent or attorney appointed with due care and approved by the Company under the Deposit Agreement in writing, which agent or attorney shall be responsible to the Company for its willful misconduct or negligence.
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Certain Duties and Responsibility. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, such Administrative Trustee shall not be liable to the Trust, any trustee or to any Securityholder for such Trustee's good faith reliance on the provisions of this Trust Agreement. The Administrative Trustees shall not be liable for the default or misconduct of the Property Trustee or the Delaware Trustee. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor, the Trustees and the Securityholders to replace such other duties and liabilities of the Administrative Trustees. No provision of this Trust Agreement shall be deemed to impose any duty or obligation on any Administrative Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which such Administrative Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to any Administrative Trustee shall be construed to be a duty.
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Certain Duties and Responsibility. 9 SECTION 3.2 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES................................10 SECTION 3.3 MONEY HELD IN TRUST..............................................................10 SECTION 3.4 COMPENSATION AND REIMBURSEMENT...................................................10 SECTION 3.5 DEPOSITARY REQUIRED; ELIGIBILITY.................................................11 SECTION 3.6 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR................................12 SECTION 3.7 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................................13 SECTION 3.8 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS......................14 SECTION 3.9 MAY HOLD SECURITIES; OTHER DEALINGS..............................................14 SECTION 3.10
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Related to Certain Duties and Responsibility

  • Certain Duties and Responsibilities (a) Except during the continuance of an Event of Default,

  • Certain Duties and Responsibilities of Trustee (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

  • Certain Duties and Responsibilities of the Trustee In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

  • Performance of Duties and Responsibilities Executive shall serve the Company faithfully and to the best of his ability and shall devote his full working time, attention and efforts to the business of the Company during his employment with the Company hereunder. While Executive is employed by the Company during the Term, Executive shall report to the Chairman, Chief Executive Officer or to such other person as designated by the Board of Directors of Texas Roadhouse, Inc. (the “Board”). Executive hereby represents and confirms that he is under no contractual or legal commitments that would prevent him from fulfilling his duties and responsibilities as set forth in this Agreement. During his employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent, and he may serve as a director of business organizations as approved by the Board, so long as such activities and directorships do not interfere with the performance of his duties and responsibilities hereunder.

  • General Duties and Responsibilities 1. Responsibilities under the General Conditions of the Contract for Construction: In addition to the responsibilities herein set forth, Consulting Engineer/Architect agrees to be responsible for those matters identified in the General Conditions as being responsibilities of the Consulting Engineer/Architect. Consulting Engineer/Architect specifically acknowledges receipt of a copy of the General Conditions and acceptance of the responsibilities as set forth therein.

  • Position, Duties and Responsibilities During the Term of Employment, Executive shall be employed and serve as the Chief Executive Officer of the Company, reporting directly to the Board, and having such duties and responsibilities commensurate with such position. Executive also agrees to serve as an officer and/or director of any member of the Company Group, in each case, without additional compensation, and, without limiting the foregoing, will serve as a member of the Board at all times Executive serves as the Company’s Chief Executive Officer.

  • Duties and Responsibilities of Trustee The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

  • Duties and Responsibilities of the Trustees (a) The rights, immunities, duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and there shall be no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity, of the Trustees; provided, however, that if an Event of Default known to the Property Trustee has occurred and is continuing, the Property Trustee shall, prior to the receipt of directions, if any, from the Holders of at least a Majority in Liquidation Amount of the Preferred Securities, exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Notwithstanding the foregoing, no provision of this Trust Agreement shall require any of the Trustees to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section 8.5. Nothing in this Trust Agreement shall be construed to release any Administrative Trustee from liability for his or her own negligent action, negligent failure to act; or his or her own willful misconduct. To the extent that, at law or in equity, a Trustee has duties and liabilities relating to the Trust or to the Holders, such Trustee shall not be liable to the Trust or to any Holder for such Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Trustees.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

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