Duties and Authorization Clause Samples

Duties and Authorization. The delivery of the Escrow Shares to the Escrow Agent is for the accommodation of the parties. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. In the event Escrow Agent receives a written demand from either Seller or Buyer for any portion of the Escrow Shares (which demand shall include sufficient facts to show that said party is entitled to receive such consideration pursuant to the terms of this Agreement), Escrow Agent shall give ten (10) days written notice to the other party of such demand and of Escrow Agent's intention to remit such consideration to the party making the demand on the stated date. If Escrow Agent does not receive objection within ten (10) days after receipt of such notice, Escrow Agent is hereby authorized to so remit. If however, Escrow Agent actually receives written objection from the other party within ten (10) days after receipt of notice, Escrow Agent shall continue to hold the Escrow Shares until otherwise directed by joint written instructions from Seller and Buyer, or until a final judgment of an appropriate court is issued. The parties authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Agreement or the Escrow Shares become involved in litigation, to deposit any certificates evidencing the Escrow Shares, or any portion thereof, with stock powers attached duly endorsed in blank, with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any responsibility under this Agreement. The undersigned also authorizes the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit any certificates evidencing the Escrow Shares, or any portion thereof, with stock powers attached duly endorsed in blank, with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. Seller acknowledges that the Escrow Agent is also serving as Buyer's Attorney and Seller hereby consents to Escrow Agent representing Buyer in the Closing of this Agreement and in any dispute that may arise between Buyer and Seller.
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Duties and Authorization. The payment of the ▇▇▇▇▇▇▇ Money to the Escrow Agent is for the accommodation of the Parties. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. The Parties authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Agreement or the ▇▇▇▇▇▇▇ Money becomes involved in litigation, to deposit the ▇▇▇▇▇▇▇ Money with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorize the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit the ▇▇▇▇▇▇▇ Money with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder.
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Duties and Authorization. 37 SECTION 18.02. Liability..................................... 38 SECTION 18.03. Hold Harmless ................................ 38 SECTION 18.04. FDIC Coverage................................. 38 Page ARTICLE XIX Miscellaneous
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Duties and Authorization. The payment of the Investment Amount to the Escrow Agent is for the accommodation of the parties. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. Unless directed otherwise, all funds received shall be deposited with other escrow funds in one or more non-interest bearing demand accounts of Escrow Agent in any State or Federal Bank or any State or Federal Loan Association (“the depository institutions”) and may be transferred to any other such accounts. Investor and ▇▇▇▇▇ acknowledge that, while these accounts do not bear interest, because of these and other banking relationships with depository institutions, Escrow Agent and its affiliates may receive from some of the depository institutions an array of banking services, accommodations or other benefits. Escrow Agent and its affiliates also may elect to enter into other banking transactions with or obtain loans for investment or other purposes from some of the depository institutions. All such services, accommodations and other benefits shall accrue, directly or indirectly, to Escrow Agent and its affiliates and they shall have no obligation to account to the parties of this Agreement for the value of such services, accommodations or other benefits. Unless otherwise instructed by ▇▇▇▇▇, all disbursements shall be made by Escrow Agent by check.
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Duties and Authorization. The payment of the Deposit to the Escrow Agent is for the accommodation of the parties. The duties of the Escrow Agent shall be determined solely by the express provisions of this Contract. The parties authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Contract or the Deposit becomes involved in litigation, to deposit the Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Contract. The undersigned also authorize the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder.
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Duties and Authorization. The payment of the ▇▇▇▇▇▇▇ Money to Escrow Agent is for the accommodation of Sellers and Purchaser. The duties of Escrow Agent shall be determined solely by the express provisions of this Agreement. Sellers and Purchaser authorize Escrow Agent, without creating any obligation on the part of Escrow Agent, in the C-2
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Related to Duties and Authorization

  • Duties and Authority Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of Parent (the "Board") or the Company's President and Chief Executive Officer may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the President and Chief Executive Officer, and make passive investments, which do not interfere with the Executive's day-to-day acquittal of his responsibilities to the Company.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • Appointment and Authorization Each Lender hereby designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.11(a), 13.11(b) and 13.15(c)) are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the U.S. Borrowing Base or the Canadian Borrowing Base, as applicable, (b) the making of Agent Advances pursuant to Section 2.2(b), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • Duties and Authority of Officers Except as modified by the Governance Board, the duties and authorities of the Officers are as set forth in Schedule 8.2.