Duties of Agents. A. has separately undertaken to act in a brokerage capacity for the Original Insured, and, as such, has undertaken to likewise perform a number of operational and administrative functions for and on behalf of the Original Insured, and has further undertaken to avoid any conflicts that would interfere with its duties to the Original Insured. In all negotiations with Reinsurers, shall act solely on behalf of and in the best interests of the Original Insured. All communications (including, but B. not limited to, notices, statements, premiums, return premiums, taxes, losses and loss settlements) relating to this Contract shall be transmitted between and among the Original Insured, the Company and/or the Reinsurer through . Payments by and through the Company to shall be deemed payment to the Reinsurer. Payments by the Reinsurer to and through the Company to the Original Insured shall be deemed payment to the Original Insured only to the extent that such payments are actually received by the Original Insured.
Duties of Agents. Th e Age n t s ha ll pe r fo r m a ll d u t ies p r esc r ibed i n t h e S e r vice Ag r ee m e n t o r Sh ip M xxx ge r Co n t ra c t an d s ha ll be g u ided b y s u c h di r ec t io n s, o r de r s o r r eg u l a t io n s a s m ay be iss u ed b y MA R AD. Wh e n an Age n t is r espo n sible a s ves- sel ope xx x x x x x deco mm issio n an d de- live r a vessel t o t h e ND R F , t ha t Age n t s ha ll obse r ve a ll t h e p r oced ur es an d r e- q u i r e m e n t s p r esc r ibed b y MA R AD co n- t a i n ed i n i n s t ru c t io n s w h ic h m ay be ob t a i n ed f r o m t h e MA R AD Divisio n of R ese r ve F xxx t ( MA R–743) a t t h e a dd r ess specified i n § 315.5( b) of t h is p ar t . T el. (202) 366–5752.
Duties of Agents. The Agent and the Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Purchase Documents. Without limiting the generality of the foregoing, (a) neither the Agent nor the Collateral Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither the Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Purchase Documents that the Agent or the Collateral Agent is required to exercise in writing by the Required Holders, and (c) except as expressly set forth herein and in the other Purchase Documents, neither the Agent nor the Collateral Agent shall have any duty to disclose, nor shall be liable for the failure to disclose, any information relating to the Parent or any of its Subsidiaries that is communicated to or obtained by the entity serving as the Agent, Collateral Agent or any of their Affiliates in any capacity. Neither the Agent nor the Collateral Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Holders or in the absence of its own gross negligence or willful misconduct. Neither the Agent nor the Collateral Agent shall be deemed to have knowledge of any Default unless and until notice thereof is given to the Agent or Collateral Agent by the Parent or a Purchaser, and neither the Agent nor the Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or in connection with this Agreement or any other Purchase Document, (w) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Purchase Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent or the Collateral Agent. In the event that the Agent or the Collateral Agent receives such a notice, such agent shall give prompt notice ...
Duties of Agents. Each Contributing Agent, in acting under this Agreement, will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Borrower or any Subsidiary Guarantor under (x) any of the Contributing Indebtedness Documents relating to Contributing Indebtedness for which such Contributing Agent is not the agent or trustee or (y) the Credit Agreement or any Refinancing Loan Documents. The Agent, in acting under this Agreement, will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Borrower or any Subsidiary Guarantor under any of the Contributing Indebtedness Documents. Neither the Agent nor any Contributing Agent shall be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, a Subsidiary Guarantor, any Lender, any Contributing Creditor or any other party hereto shall have been duly authorized or is true, accurate and complete. Neither the Agent nor any Contributing Agent has made nor does it now make any representations or warranties express or implied, nor does it assume any liability to any Lender, any Contributing Creditor or any other party hereto with respect to the creditworthiness or financial condition of the Borrower or the Subsidiary Guarantors.
Duties of Agents. In acting under this Indenture and in connection with the Securities, the Agents will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the Holders or any other third party.
Duties of Agents. 29.1 The Agents shall act in accordance with the Risk Participation Percentage to manage the Facility and the matters relating to the Banks. In the event that after the Agents’ calculation, the Agents are unable to distribute in accordance with the Risk Participation Percentage, the Agents may, based on their reasonable determination, conduct the distribution, and the Banks shall raise no objections.
29.2 According to the provisions hereunder, the Agents shall distribute all the amounts collected from the Borrower and the amounts relating to the Facility to each Bank in accordance with the Risk Participation Percentage.
29.3 Unless otherwise provided in the Agreement, the Agents shall take actions or inactions pursuant to the Majority Resolution. Such actions or inactions are binding upon the Banks as a whole.
29.4 Unless otherwise provided in the Agreement, the communication of the Agents relating to their management hereunder may be carried out via fax.
29.5 The Agents shall not act against the instruction made by unanimous resolution by the Banks or the Majority Resolution. The Agents shall take legal actions in accordance with the said resolutions, the Agreement and the applicable laws.
29.6 In the event that the Agents deem that an action might constitute the violation of applicable laws and regulations, the Agents may refuse to take such action. In the event that the Agents deem that an action is required in accordance with the applicable laws and regulations, the Agents may take such action.
29.7 The Agents shall immediately forward any written notification, received from the Borrower or related obligors pursuant to the Agreement, to each Bank. Except the notifications, reports or other documents delivered by the Agents to each Bank pursuant to the Agreement, the Agents are not obliged to provide each Bank with any other information relating to the Borrower’s credit, ordinary course of business or financial condition held by the Agents. Nonetheless, each Bank may from time to time retrieve the information at the Agents relating to the Facility.
29.8 According to Article 25.2 hereunder or the Majority Resolution, the Facility Agent may assert the acceleration of the maturity of the Facility term. In the event that the Borrower does not make payment pursuant to the Agreement, the Agents shall, in accordance with the Agreement or other related agreements or instruments, initiate any necessary litigations or proceed with any necessary procedures against...
Duties of Agents. 51 12.3. Standard of Care .............................................. 51 12.4.
Duties of Agents. Aon Risk Services (Northeast) Inc. ("ARS") has separately undertaken to act in a brokerage capacity for the Original Insured, and, as such, has undertaken to likewise perform a number of operational and administrative functions for and on behalf of its brokerage client, the Original Insured, and has further undertaken to avoid any conflicts that would interfere with its duties to the Original Insured. In all negotiations with Reinsurers, ARS, shall act solely on behalf of and in the best interests of the Original Insured. Xxx Xxxxxxxx has not been engaged by, is not the agent of and is not otherwise representing the interests of the Company hereunder. . All communications (including but not limited to notices, statements, premiums, return premiums, taxes, losses and loss settlements) relating to this Contract shall be transmitted between and among the Original Insured, the Company and/or the Reinsurer through Payments by and through the Company to shall be deemed payment to the Reinsurer. Payments by the Reinsurer to and through the Company and Aon Xxxxxxxx to the Original Insured shall be deemed payment to the Original Insured only to the extent that such payments are actually received by the Original Insured.
Duties of Agents. The provisions of the Loan Documents set forth the exclusive duties of the Credit Agent and the Collateral Agent and no implied duties or obligations shall be read into the Loan Documents against the Credit Agent or the Collateral Agent. The Credit Agent and the Collateral Agent shall not be bound in any way by any agreement or contract other than the Loan Documents and any other agreement to which it is a party. The Credit Agent and the Collateral Agent shall each act as an independent contractor in performing its obligations as Credit Agent or Collateral Agent under the Loan Documents and nothing herein contained shall be deemed to create any fiduciary relationship among or between the Credit Agent, the Collateral Agent, Borrower or the Lenders.
Duties of Agents
