Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof.
Duties of Bank. The Bank undertakes to perform the duties set forth herein and in the Ordinance and agrees to use reasonable care in the performance thereof. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's Financial Advisor, bond counsel or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum acknowledged by the Financial Advisor or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions.
Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the securities in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile transmission of the closing memorandum to be followed by an original of the closing memorandum signed by the financial advisor or the Issuer.
Duties of Bank. Bank's duties and responsibilities shall be only those expressly set forth in this Agreement, or as otherwise agreed by Bank in writing. Bank shall not be liable for acting or failing to act in accordance with the instructions of Principal under this Agreement or otherwise in accordance with this Agreement or within the scope of its actual or apparent authority. Bank shall not be required to appear in or defend any legal proceedings with respect to the property subject to this Agreement unless Bank has been indemnified to its satisfaction against loss and expense (including reasonable attorneys' fees). Bank may consult with counsel acceptable to it concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken on the advice of such counsel. Principal acknowledges that Bank and its agents, if any, act as agent for other repurchase agreement and securities lending clients and accordingly, that other clients' securities may be used prior to Principal's. Principal agrees that each of Bank and any such agent has full discretion to allocate the use of Principal's securities as it deems appropriate, and that Bank may make available securities lending and/or reverse repurchase agreement opportunities to clients other than Principal for any reason, and that Bank will have no obligation to make any securities lending and/or reverse repurchase agreement opportunities available to Principal.
Duties of Bank. The Bank undertakes the duties and -------------- obligations imposed by this Agreement upon the following terms and conditions, by all of which ATLANTIC and the subscribers shall be bound:
(a) The Bank may consult with legal counsel (who may be, but is not required to be, legal counsel for ATLANTIC), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Bank as to any action taken or omitted by it in good faith and in accordance with such advice or opinion.
(b) Whenever in the performance of its duties under this Agreement the Bank shall deem it necessary or desirable that any fact or matter be proved or established by ATLANTIC or Capital Markets Group prior to taking or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively proved and established by a certificate signed by a Co-Chairman of the Board, a Managing Director or a Vice President (including any Senior Vice President) and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of ATLANTIC or Capital Markets Group and delivered to the Bank; and such certificate shall be full authorization to the Bank for any action taken or omitted in good faith by it under the provisions of this Agreement in reliance upon such certificate.
(c) The Bank shall be liable hereunder only for its own negligence, misconduct or bad faith.
(d) The Bank 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, and all such statements and recitals are and shall be deemed to have been made by ATLANTIC and Capital Markets Group only.
(e) The Bank shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Bank); nor shall it be responsible for any breach by ATLANTIC or Capital Markets Group of any covenant or condition contained in this Agreement.
(f) ATLANTIC and Capital Markets Group agree that they will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Bank for the carrying out or performing by the Bank of the provisions of this Agreement.
(g) Nothing herein shall preclude the Bank from acting...
Duties of Bank. 6.1 Bank shall administer the Program and provide the T-Mobile Financial Services in accordance with this Agreement (including Exhibit D). Bank shall use commercially reasonable efforts to [***]. The Parties acknowledge that the offering of the Program in [***] is subject to regulatory approval, provided, that Bank shall use best efforts to obtain such regulatory approval. The Launch Date shall be adjusted to the extent Company requests changes to the Program which result in implementation delays. For purposes of clarity, Exhibit D hereto sets forth the financial products and services that Bank must provide in connection with the Program and the terms and conditions applicable to the provision of such products and services.
6.2 In addition to Bank’s other duties and obligations under this Agreement, Bank shall be responsible for developing and maintaining the technology and operations in connection with the Program and for delivering the T-Mobile Financial Services and Cards, and shall bear all responsibility for and pay all normal expenses of the operations, except as otherwise described in this Agreement.
Duties of Bank. The Bank undertakes to perform only the duties expressly set forth herein and the Resolution. No implied duties or obligations shall be read into this Agreement against the Bank.
Duties of Bank. Bank’s duties and responsibilities shall be only those expressly set forth in this Addendum, or as otherwise agreed by Bank in writing. Bank shall not be liable for acting in accordance with instructions that it reasonably believes have been given by Principal under this Addendum or otherwise in accordance with this Addendum or within the scope of its actual or apparent authority. Bank shall not be required to appear in or defend any legal proceedings or take any other action relating to a securities loan with respect to the property subject to this Addendum, unless Bank has been indemnified to its satisfaction against loss and expense (including reasonable attorneys’ fees). Bank may consult with counsel acceptable to it concerning its duties and responsibilities under this Addendum, and shall not be liable for any action taken or not taken on the advice of such counsel. Principal acknowledges that Bank and its agents, if any, act as agent for other securities lending clients and, accordingly, that other clients’ securities may be used for such transactions prior to Principal’s. Principal agrees that each of Bank and any such agent has full discretion to allocate the use of Principal’s securities as it deems appropriate, and that Bank may make available securities lending opportunities to clients other than Principal for any reason, and that Bank will have no obligation to make any securities lending opportunities available to Principal.
Duties of Bank. Except for exercise of reasonable care in the custody and preservation of any Collateral in its possession and accounting for moneys received by it pursuant to this Agreement, the Bank (in its capacity as such) shall have no duty as to any Collateral. In any event the Bank (a) shall have no duty to take any steps to preserve rights against prior parties or any other rights pertaining to any Collateral, (b) shall have no duty as to ascertaining or taking action with respect to calls, conversions, exchanges, tenders, maturities or other matters pertaining to any Collateral, whether or not the Bank has any knowledge of such matters, and (c) shall not be liable for any action, omission, insolvency or default on the part of any agent or custodian (other than the Bank) appointed by the Bank in good faith. The Bank shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if it takes such action for such purpose as the Grantors request in writing from time to time (but failure to take any such action shall not in itself be deemed a failure to exercise reasonable care or evidence of such failure). Subject only to the performance by the Bank of its duties set forth in this Section 5.3, risk of loss, damage and diminution in value of the Collateral, of whatever nature and however caused, shall be on the Grantors.
Duties of Bank. Except for exercise of reasonable care in the custody and preservation of any Collateral in its possession and accounting for moneys received by it pursuant to this Agreement, the Bank shall have no duty as to any Collateral. In any event the Bank (a) shall have no duty to take any steps to preserve rights against prior parties or any other rights pertaining to any Collateral, (b) shall have no duty as to ascertaining or taking action with respect to calls, conversions, exchanges, tenders, maturities or other matters pertaining to any Collateral, whether or not the Bank has any knowledge of such matters, and (c) shall not be liable for any action, omission, insolvency or default on the part of any agent or custodian (other than the Bank) appointed by the Bank in good faith. The Bank shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if it takes such action for such purpose as Grantor requests in writing from time to time (but failure to take any such action shall not in itself be deemed a failure to exercise reasonable care or evidence of such failure). Subject only to the performance by the Bank of its duties set forth in this Section 5.3, risk of loss, damage and diminution in value of the Collateral, of whatever nature and however caused, shall be on Grantor.
