Control; Precedence of Instructions Sample Clauses

Control; Precedence of Instructions. Until the Termination Date, the Collateral Agent shall have “control” (within the meaning of Section 8--106(d)(2) or Section 9--104(a) (as applicable) of the UCC) of the Accounts and the Authority’’s “security entitlements” (within the meaning of Section 8--102(a)(17) of the UCC, each a “Security Entitlement”) with respect to the financial assets credited to the Accounts. The Parties hereby irrevocably direct, and each Depositary Bank (in its capacity as a Securities Intermediary and as a deposit bank) hereby agrees, that it will comply with all instructions and orders from the Collateral Agent (including Entitlement Orders within the meaning of Section 8--102(a)(8) of the UCC) regarding each Account and any financial or other asset therein without the further consent of any other Person; provided, however, that, following the Release Date, so long as no Default or Event of Default (each as defined under the Sale Agreement) shall have occurred and subject to Section 3.2, the Depositary Bank shall comply with all written instructions by orthe Authority (or by the Calculation Agent as agent on behalf of the Authority pursuant to Section 3.2) in respect of the Authority PSL-Sourced Proceeds Account after the PSL Cost and Expense Reserve Trigger Date with respect to transfers of amounts to the PSL Costs and Expense subaccount without the further consent of the Servicer, the Trust, the Calculation Agent, the Collateral Agent or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Servicer, the Calculation Agent, the Trust, the Authority or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Collateral Agent, the Trust, the Authority, the Calculation Agent, and Servicer each hereby agree that it shall not deliver any notices or instructions to any Depositary Bank with respect to transfers to or from the Accounts except as expressly permitted or required under this Agreement or the Sale Documents.
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Control; Precedence of Instructions. Until the Termination Date, the Collateral Agent shall have “control” (within the meaning of Section 8-106(d)(2) or Section 9-104(a) (as applicable) of the UCC) of the Accounts and the Authority’s “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) with respect to the financial assets credited to the Accounts. The Parties hereby irrevocably direct, and each Depositary Bank (in its capacity as a Securities Intermediary and as a deposit bank) hereby agrees, that it will comply with all instructions and orders (including Entitlement Orders within the meaning of Section 8-102(a)(8) of the UCC) regarding each Account and any financial or other asset therein without the further consent of any other Person; provided, however, that, following the Release Date, so long as no Default or Event of Default (each as defined under the Sale Agreement) shall have occurred and subject to Section 3.2, the Depositary Bank shall comply with all written instructions by or on behalf of the Authority in respect of the Authority PSL-Sourced Proceeds Account after the PSL Cost and Expense Reserve Trigger Date with respect to transfers of amounts to the PSL Costs and Expense subaccount without the further consent of the Servicer, the Trust, the Calculation Agent, the Collateral Agent or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by the Servicer, the Calculation Agent, the Trust, the Authority or any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail. The Collateral Agent, the Calculation Agent and Servicer each hereby agree that it shall not deliver any notices or instructions to any Depositary Bank with respect to transfers to or from the Accounts except as expressly permitted or required under this Agreement or the Sale Documents.
Sample 1

Related to Control; Precedence of Instructions

  • Suspension or Debarment Instructions Instructions for Certification 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participants,” “person,” “primary covered transaction,” “principal,” “proposal” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction” without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment.

  • Customer’s Instructions Customer instructs Google to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services and TSS; (b) as further specified via Customer’s and End Users’ use of the Services (including the Admin Console and other functionality of the Services) and TSS; (c) as documented in the form of the applicable Agreement, including this Data Processing Amendment; and (d) as further documented in any other written instructions given by Customer and acknowledged by Google as constituting instructions for purposes of this Data Processing Amendment.

  • Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following documents:

  • No Action Except Under Specified Documents or Instructions The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Transaction Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3.

  • Deadlines for Providing Insurance Documents after Renewal or Upon Request As set forth herein, certain insurance documents must be provided to the OGS Procurement Services contact identified in the Contract Award Notice after renewal or upon request. This requirement means that the Contractor shall provide the applicable insurance document to OGS as soon as possible but in no event later than the following time periods:  For certificates of insurance: 5 business days  For information on self-insurance or self-retention programs: 15 calendar days  For other requested documentation evidencing coverage: 15 calendar days  For additional insured and waiver of subrogation endorsements: 30 calendar days Notwithstanding the foregoing, if the Contractor shall have promptly requested the insurance documents from its broker or insurer and shall have thereafter diligently taken all steps necessary to obtain such documents from its insurer and submit them to OGS, OGS shall extend the time period for a reasonable period under the circumstances, but in no event shall the extension exceed 30 calendar days.

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