Duties and Adverse Claims Sample Clauses

Duties and Adverse Claims. The duties and obligations of the Depository shall be determined solely by the express provisions of the Stockholders’ Agreement, including this Exhibit B. In the event of any disagreement or the presentation of any adverse claim or demand in connection with rights and duties of the Depository, the Depository shall, at its option, be entitled to refuse to comply with any such claims or demands during the continuance of such disagreements and in so doing, the Depository shall not become liable to any party to the Stockholders’ Agreement or to any other person due to its failure to comply with such adverse claim or demand, the Depository shall be entitled to continue, without liability, to refrain and refuse to act:
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Duties and Adverse Claims. The duties and obligations of Escrow Agent hereunder shall be determined solely by the provisions of this Agreement. No implied duties of Escrow Agent shall be read into this Agreement and Escrow Agent shall not be subject to or obliged to recognize any other agreement between, or direction or instruction of, any or all of the other parties hereto even though reference thereto is made herein. In the event of any disagreement or the presentation of any adverse claim or demand in connection with the disbursement of the proceeds, Escrow Agent shall, at its option, be entitled to refuse to comply with any such claims or demands during the continuance of such disagreement and may refrain from delivering any item affected hereby, and in so doing, Escrow Agent shall not become liable to anyone, due to its failure to comply with such adverse claim or demand. Escrow Agent shall be entitled to continue, without liability, to refrain and refuse to act:
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Duties and Adverse Claims. The duties and obligations of the Bank will be determined solely by the provisions of this Agreement. The Bank's duties and obligations are purely ministerial in nature and nothing in this Agreement will be construed to give rise to any fiduciary duties or capacities of the Bank in relation to the Company, the Warrantholders or any other person or entity which may obtain an interest in this Agreement. In the event of any disagreement concerning any aspect of this Agreement or the presentation of any claim or demand to the Bank, the Bank may take any one or more of the following steps:
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Duties and Adverse Claims. The duties and obligations of the Depository shall be determined solely by the express provisions of the Agreement including this Exhibit "B" (hereinafter collectively referred to as the Agreement). In the event of any disagreement or the presentation of any adverse claim or demand in connection with the delivery of Certificates, the Depository shall, at its option, be entitled to refuse to comply with any such claims or demands during the continuance of such disagreement and may refrain from delivering any Certificates affected hereby, and in so doing, the Depository shall not become liable to any party to the Agreement or to any other person due to its failure to comply with such adverse claim or demand. The Depository shall be entitled to continue, without liability, to refrain and refuse to act:
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Duties and Adverse Claims. The duties and obligations of NCB shall be determined solely by the express provisions of the Stockholders' Agreement, including this EXHIBIT B. In the event of any disagreement or the presentation of any adverse claim or demand in connection with rights and duties of NCB, NCB shall, at its option, be entitled to refuse to comply with any such claims or demands during the continuance of such disagreements and in so doing, NCB shall not become liable to any party to the Stockholders' Agreement or to any other person due to its failure to comply with such adverse claim or demand. NCB shall be entitled to continue, without liability, to refrain and refuse to act:
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Duties and Adverse Claims. The duties and obligations of Escrow Agent under this Agreement shall be determined solely by the express provisions of this Agreement. No implied duties of the Escrow Agent shall be read into this Agreement and the Escrow Agent shall not be subject to or obligated to recognize any other agreement between, or direction or instruction of, any or all of the other parties to this Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, or direction or instruction. In no event shall the Escrow Agent be required to notify or obtain the consent, approval, authorization or order of any court or governmental body with respect to the transactions contemplated by this Agreement.
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Related to Duties and Adverse Claims

  • Duties and Title Employee’s title shall be that of President and Chief Executive Officer. Employee shall have such powers and perform such duties as are customarily performed by a Chief Executive Officer, including management responsibility for all of the day to day operations of Employer. Employee shall report to the Board of Directors of the Company. Employee shall perform his duties to the best of his abilities and shall devote substantially all of his working time to such duties.

  • Duties and Liabilities of Covered Persons 1) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

  • Responsibilities and Duties (a) As President and Chief Executive Officer, the Executive shall serve under the board of directors of the Corporation and will perform all duties and will have all powers associated with these positions, as set forth in any job description provided to the Executive by the Corporation or as may be set forth in the bylaws of the Corporation. In addition, the Executive shall be responsible for establishing the business objectives, policies and strategic plans of the Corporation. The Executive shall report directly to the board of directors of the Corporation.

  • Duties and Status The Company hereby engages Executive as its President and CEO on the terms and conditions set forth in this Agreement including the terms and conditions of the Employee Proprietary Information, Inventions, and Non-Competition Agreement attached hereto as Exhibit A and incorporated herein (the “Non-Disclosure Agreement”). Executive agrees to devote the Executive’s entire business time, attention and energies to the business and interests of the Company during the Employment Period. During the Employment Period, Executive shall report directly to the Board of Directors (the “Board”) and shall exercise such authority, perform such executive functions and discharge such responsibilities as are reasonably associated with Executive’s position, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the governing documents of the Company.

  • Powers Duties and Rights of Guarantee Trustee 8 SECTION 3.1 Powers and Duties of Guarantee Trustee................................................... 8 SECTION 3.2 Certain Rights of Guarantee Trustee...................................................... 10 SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.................................... 12

  • Powers Duties and Rights of Preferred Guarantee Trustee SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee

  • Powers Duties and Rights of the Guarantee Trustee SECTION 2.1. Powers and Duties of the Guarantee Trustee............................................4 SECTION 2.2. Certain Rights of the Guarantee Trustee...............................................5 SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee.................................7 SECTION 2.4. Events of Default; Waiver.............................................................7 SECTION 2.5. Events of Default; Notice.............................................................8

  • Delegation of Duties and Rights Lender may perform any of its duties or exercise any of its Rights under the Loan Papers by or through its officers, directors, employees, attorneys, agents or other representatives.

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