Certain Rights of the Parties Sample Clauses

Certain Rights of the Parties. The City and the Lessee agree that: (a) should the receiver, interim receiver, receiver–manager, liquidator, custodian, or trustee at any time before or after taking possession disclaim this Lease Agreement or surrender possession to the City, his or her liability and the liability of the estate of the Lessee and of the Lessee for payment of Rent is limited to the period of time during which the receiver, interim receiver, receiver–manager, liquidator, custodian, or trustee remains in possession of the Leased Lands and the Buildings for the purposes of the trust estate. If the receiver, receiver–manager, liquidator, custodian, or trustee disclaims this Lease Agreement or surrenders possession, the City or the City’s agents or employees authorized by the Landlord may immediately or at any time thereafter re enter the Leased Lands and the Buildings without being liable for any prosecution or damages therefor, and may repossess and enjoy the Leased Lands and the Buildings and all fixtures and improvements in and on them, except fixtures and improvements that are of the nature of usual Lessee’s fixtures and normally removable by Lessees and that are not part of the Buildings or the Leased Lands; and such receiver, receiver– manager, liquidator, custodian, or trustee will execute a surrender or assignment to the Landlord in registrable form; and (b) entry into possession of the Leased Lands and the Buildings by the receiver, interim receiver, receiver–manager, liquidator, custodian, or trustee and its occupation by him or her while required for the purposes of the performance of his or her duties in his or her office will not be deemed to be evidence of an intention on his or her part to retain the Leased Lands and the Buildings, nor affect his or her right to disclaim or to surrender possession pursuant to the provisions of section 17.1.
Sample 1
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Certain Rights of the Parties. (a) During the term of this ATM Agreement, University will not grant to any person other than PNC Bank the right to install or operate an ATM at the Locations. (b) PNC Bank reserves the right to impose a surcharge on users of its ATM that is subject to this ATM Agreement. In addition thereto, PNC Bank also reserves the right to determine whether any surcharge hereunder shall be imposed upon PNC Bank cardholders. Surcharges shall be equivalent to those charged by PNC in the Philadelphia market.
Sample 1
Certain Rights of the Parties. (a) Except as otherwise permitted pursuant to Article VIII, from and after the Closing, for so long as General Motors or a Subsidiary thereof owns shares of Fiat Auto Holdings Common Stock, Fiat shall cause Fiat Auto Holdings not to (i) sell, lease, transfer or otherwise dispose of (including by merger, dividend or other distribution, formation of a joint venture or otherwise) Fiat Auto or all or substantially all of the assets of Fiat Auto Holdings or Fiat Auto. For purposes hereof, "substantially all of the assets of Fiat Auto Holdings or Fiat Auto" shall mean assets having a fair market value or earnings power constituting a majority or more of the assets or earnings power of Fiat Auto Holdings and its Subsidiaries on a consolidated basis. (b) Except as otherwise contemplated by this Agreement, from and after the Closing, Fiat will cause FA, Fiat Auto Holdings and Fiat Auto not to take any of the following actions without the prior written consent of General Motors: (i) enter into, commence or engage in any business that is unrelated to the production, distribution and sale of motor vehicles, automobiles and automotive parts and connected services; (ii) with respect to Fiat Auto Holdings, redeem, purchase or otherwise acquire for cash, any shares of its capital stock or any securities convertible into or exchangeable for shares of its capital stock, if such redemption, purchase or acquisition is not made on a pro rata basis for all shareholders; (iii) dissolve, liquidate or wind up its business and affairs; (iv) enter into any transaction with any of Fiat's Affiliates, except on an arm's length basis; or (v) issue any shares of capital stock, or any securities convertible into or exchangeable for shares of capital stock, whether for cash or in exchange for capital stock, or any securities convertible into or exchangeable for shares of capital stock, of any other Person, except for issuances subject to preemptive rights. (c) For so long as General Motors or a Subsidiary thereof owns shares of Fiat Auto Holdings Common Stock, Fiat shall cause Fiat Auto to notify General Motors in advance of any sale, lease, transfer or other disposition (including by merger, dividend or other distribution, formation of a joint venture or otherwise), in a single transaction or a series of related transactions, of (i) its business in any country in which it derives 10% or more of its revenues, (ii) any brand or product line, or (iii) any plants or vehicle platforms that are...
Sample 1
Certain Rights of the Parties. (a) During the term of this ATM Agreement, University will not grant to any person other than PNC Bank the right to install or operate an ATM at the Locations. (b) PNC Bank shall impose a surcharge on users of its ATM at the Location. During the Initial Term, the surcharge amount shall be three dollars and fifty cents ($3.50). In the event PNC Bank increases the amount of the ATM surcharge it imposes for users of its ATMs at its branches in the (Southern Ohio/Northern Kentucky) market, then PNC Bank reserves the right to increase the surcharge hereunder to reflect such change.
Sample 1
Certain Rights of the Parties. The activities of the Company shall at all times be subject to the control and direction of its Board of Directors and officers. The Company reserves the right to make all decisions with regard to any matter upon which KCO has rendered its advice and consultation. It is agreed that KCO shall devote only so much time, and shall consult with and advise the officers and management of the Company, only to such extent and at such times and places as may be mutually convenient to the Company and KCO. KCO shall be free to provide similar services to such other business enterprises or activities as KCO may deem appropriate without any limitation or restriction.
Sample 1
Certain Rights of the Parties. (a) During the term of this Agreement, and except as otherwise provided in the Agreement, University will not grant to any person other than PNC Bank the right to install or operate an ATM at the Location. (b) PNC Bank shall impose a surcharge on users of its ATM at the Location, which shall not exceed the surcharge it employs at ATMs in its branches in the Cincinnati market. In the event PNC Bank increases the amount of the ATM surcharge it imposes for users of its ATMs at its branches in the Ohio market, then PNC Bank reserves the right to increase the surcharge hereunder to reflect such change.
Sample 1
Certain Rights of the Parties. The activities of the Company shall at all times be subject to the control and direction of its Board of Directors and officers. The Company reserves the right to make all decisions with regard to any matter upon which L Capital has rendered its advice and consultation. It is agreed that L Capital shall devote only so much time, and shall consult with and advise the officers and management of the Company, only to such extent and at such times and places as may be mutually convenient to the Company and L Capital. L Capital shall be free to provide similar services to such other business enterprises or activities as L Capital may deem appropriate without any limitation or restriction.
Sample 1
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Certain Rights of the Parties. (a) During the term of this ATM Agreement, University will not grant to any person other than PNC Bank the right to install or operate an ATM at the Locations. (b) PNC Bank shall impose a surcharge on non-PNC Bank cardholder users of its ATM at the Location. During the Initial Term, the surcharge amount shall be three dollars and fifty cents ($3.50). In the event PNC Bank increases the amount of the ATM surcharge it imposes for users of its ATMs at its branches in the Michigan market, then PNC Bank reserves the right to increase the surcharge hereunder to reflect such change. Xxxxxx State payroll-card holders shall also be exempt from withdrawal surcharge fees at on-campus ATMs during the entire term of the Agreement. Xxxxxx State or Xxxxxx State’s Payroll-card provider shall provide card BIN code to PNC Bank in order to enable fee waiver functionality.
Sample 1

Related to Certain Rights of the Parties

  • Certain Rights of the Agents If any of the Agents shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement, any other Credit Document or the Hermes Cover, the Agents shall be entitled to refrain from such act or taking such action unless and until the Agents shall have received instructions from the Required Lenders; and the Agents shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agents as a result of any of the Agents acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.

  • Certain Rights of the Agent The Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties. To the extent practical, the Agent shall request instructions from the Secured Parties with respect to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of a Majority in Interest; if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

  • Rights of the Parties Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give any Person other than the parties hereto any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby.

  • Certain Rights of Trustee Subject to the provisions of Section 601:

  • Certain Rights of the Trustee In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 5.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the holders of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; (h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate; (i) the Trustee shall not be deemed to have notice of any Event of Default or an event which, with notice or lapse of time or both, would constitute an Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (k) the Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and (l) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

  • Limitations on Rights of Third Parties The provisions of this Agreement are solely for the benefit of the Seller, the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • Certain Rights of Agent If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

  • Certain Rights With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.

  • Certain Rights of the Depositary The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.

  • Certain Rights of Rights Agent The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agent. In addition: (a) the Rights Agent may rely and shall be authorized and protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, power of attorney, endorsement, affidavit, letter or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder but as to which no notice was provided, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until it has received such notice; (b) whenever the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by Buyer before taking, suffering or omitting to take any action hereunder, the Rights Agent may, in the absence of willful misconduct, bad faith or gross negligence on its part (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), request and rely upon an Officer’s Certificate from Buyer with respect to such fact or matter; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from Buyer. In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Buyer or any other person or entity for refraining from taking such action, unless the Rights Agent receives written instructions from Buyer that eliminates such ambiguity or uncertainty to the satisfaction of the Rights Agent; (c) the Rights Agent may engage and consult with counsel of its selection (who may be legal counsel for Buyer and/or an employee of the Rights Agent) and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection to the Rights Agent in respect of any action taken, suffered or omitted to be taken by it hereunder in reliance thereon in the absence of willful misconduct, bad faith or gross negligence on the part of the Rights Agent (as determined by a final, non-appealable judgment of a court of competent jurisdiction); (d) in the event of arbitration, the Rights Agent may engage and consult with tax experts, valuation firms and other experts and third parties that it, in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge its duties hereunder; (e) the permissive rights of the Rights Agent to do things enumerated in this Agreement shall not be construed as a duty; (f) the Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; (g) Buyer agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, suit, settlement, cost or expense (including, without limitation, the fees and expenses of legal counsel), incurred without willful misconduct, bad faith or gross negligence on the part of the Rights Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this Agreement, or the exercise or performance of its duties hereunder, including without limitation, the costs and expenses of defending against any claim of liability hereunder, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by Buyer. The provisions of this Article 3 shall survive the termination of this Agreement, the payment of any distributions made pursuant to this Agreement, and the resignation, replacement or removal of the Rights Agent hereunder, including, without limitation, the costs and expenses of defending a claim of liability hereunder; (h) Except as paid pursuant to Section 2.4(a) of this Agreement, Buyer agrees to pay the Rights Agent Fees and Expenses in connection with this Agreement, as set forth on Schedule 1 hereto, and further including reimbursement of the Rights Agent for all taxes and charges, reasonable expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than taxes measured by the Rights Agent’s net income) and reimbursement for all reasonable and necessary out-of-pocket expenses (including reasonable fees and expenses of the Rights Agent’s counsel and agent) paid or incurred by it in connection with the preparation, negotiation, delivery, amendment, administration and execution by the Rights Agent of this Agreement and its duties hereunder; (i) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Buyer only; (j) The Rights Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof; nor shall it be responsible for any breach by Buyer of any covenant or failure by Buyer to satisfy conditions contained in this Agreement; (k) Buyer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of its duties under this Agreement; (l) The Rights Agent and any stockholder, affiliate, director, officer, employee or agent of the Rights Agent may buy, sell or deal in any of the Rights or other securities of Buyer or become pecuniarily interested in any transaction in which Buyer may be interested, or contract with or lend money to Buyer or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent or any stockholder, affiliate, director, officer, employee or agent from acting in any other capacity for Buyer or for any other Person; and (m) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Merger Agreement or any other agreement between or among any of Buyer, Target, Stockholders’ Representative or any other parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.

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