Duty to Act Sample Clauses

Duty to Act. Except as expressly provided in the Terms and Conditions, we will act for your account only pursuant to Proper Instructions provided to us and we will have no duty to act in the absence thereof. As used herein, “
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Duty to Act. (a) The Trustees shall not be required to act or refrain from acting under this Trust Agreement or other Transaction Documents (other than the actions prohibited in Section 7.03) if the Trustees reasonably determine, or have been advised by legal counsel, that such actions may result in personal liability, unless the Trustees are indemnified by the Investors against any liability and costs (including reasonable legal fees and expenses) which may result in a manner and form reasonably satisfactory to the Trustees. However, the Investors shall not be required to indemnify any Trustee with respect to any of the matters described in Sections 6.02(a)(i) through 6.02(a)(v) hereof. (b) The Delaware Trustee shall not have any duty: (i) except as provided in Section 7.01(b), to file, record or deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) to obtain or maintain any insurance on the Real Estate; (iii) to maintain the Real Estate; (iv) to pay or discharge any tax levied against any part of the Trust Property; (v) to confirm, verify, investigate or inquire into the failure to receive any reports or financial statements from any party obligated to provide such reports or financial statements; or (vi) to inspect the Real Estate at any time or to ascertain or inquire as to the performance or observance of any of the covenants of any other Person under the Loan Documents.
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Duty to Act. (a) The Trustees shall not be required to act or refrain from acting under this Trust Agreement (other than the actions prohibited in Section 7.03) if the Trustees reasonably detennine, or have been advised by legal counsel, that such actions may result in personal liability, unless the Trustees are indemnified by the Investors, in a manner and form reasonably satisfactory to the Trustees (subject to the final sentence of Article VIII hereof), against any liability and costs (including reasonable legal fees and expenses) which may result from such actions, provided, however, that in all instances the Trustees shall cause the Trust to comply with the Loan Documents. However, the Investors shall not be required to indemnify the Trustees with respect to any of the matters described in Section 6.02(a) (i) through 6.02(a) (v). (b) The Delaware Trustee shall have no duty (i) except as provided in Section 7.0l(b) with respect to the Delaware Trustee, to file, record or deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document, (ii) to obtain or maintain any insurance on the Real Estate, (iii) to maintain the Real Estate, (iv) to pay or discharge any tax levied against any part of the Trust Property, (v) to confi1m, verify, investigate or inquire into the failure to receive any reports or financial statements from any Person obligated to provide such reports or financial statements, or (vi) to inspect the Real Estate at any time.
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Duty to Act. This Agreement shall not be construed to relieve either Party of any duty imposed upon it by law, nor shall it be construed to authorize either Party to exercise any power it is not otherwise authorized to exercise.
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Related to Duty to Act

  • Authority to Act BID 3.1 Any agent acting on behalf of another person, body corporate or firm is required to deposit with the Auctioneer, prior to the auction sale, a letter of authority from such person, body corporate or firm stating that he is acting on behalf of the person, body corporate or firm, as the case may be. 3.2 If the sale is restricted to individuals and not to incorporated bodies or companies as specified by the Developer/Proprietor and/or other relevant authorities, it shall be sold to individual persons only. 3.3 If the sale is restricted to Bumiputra only, such bidder or agent shall be a Bumiputra and when the bidder is a company it will be a Bumiputra company. However the Auctioneer may at his own discretion vary such restriction to allow non-Bumiputra Bidding Agent to participate in the auction on case to case basis. 3.4 All intending bidders shall be required to verify their identities by showing the Auctioneer their identity cards prior to the commencement of the auction, failing which they shall not be entitled to bid.

  • Failure to Act Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

  • Duty to Notify All new employees will be given at the time of appointment a document detailing the requirements with regards to timely notification of gaining qualifications and timely notification of previous relevant service.

  • No Obligation to Act The Agent shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 10.1 herein, but if the Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, and shall not be responsible to the Borrower for any act or omission to act except for any act or omission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the Agent has had an opportunity to be heard) which determination includes a specific finding that the subject act or omission to act had been grossly negligent or in actual bad faith.

  • Duty to Correct During the one year period of the warranty and guaranty, any defects of material or workmanship that become apparent shall be the responsibility of the Contractor until and unless the Contractor can show abuse or design defect. The Contractor shall immediately correct all defects that become known during the one year period at no cost to the Owner unless notice is given to the Design Professional, Owner and Using Agency, prior to correcting the defect that the cause of the defect is the result of abuse or design deficiency.

  • Duty to Accommodate The Employer and the Union acknowledge their duty to accommodate Employees with disabilities. Where an Employee notifies the Employer she is able to return to work, verified by a medical certificate, the Employer and the Employee shall meet to identify the accommodations required including re-training for that Employee, prior to the Employee returning to work. The Union representative shall be present during discussions.

  • Duty to Inform Licensee further warrants that it understands the imminent dangers (INCLUDING SERIOUS BODILY INJURY OR DEATH FROM ELECTROCUTION) inherent in the work necessary to make installations on the District’s Poles by Licensee’s employees, agents, contractors or subcontractors, and accepts as its duty and sole responsibility to notify and inform Licensee’s employees, agents, contractors or subcontractors of such dangers, and to keep them informed regarding same.

  • Duty to Cooperate If the Parties disagree on any aspect of the proposed Motion for Preliminary Approval and/or the supporting declarations and documents, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to resolve the disagreement. If the Court does not grant Preliminary Approval or conditions Preliminary Approval on any material change to this Agreement, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to modify the Agreement and otherwise satisfy the Court’s concerns.

  • Duty to Perform and Duty to Mitigate 11.6.1 To the extent not prevented by a Force Majeure Event pursuant to Article 11.3, the Affected Party shall continue to perform its obligations pursuant to this Agreement. The Affected Party shall use its reasonable efforts to mitigate the effect of any Force Majeure Event as soon as practicable.

  • Failure to Act Not a Defense The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.

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