Entitlement Orders and Instructions. The Off-taker agrees that the Intermediary shall, comply with entitlement orders originated by the Collateral Agent and relating to the Collection Account, without further consent by the Off-taker or any other Person. The Off-taker agrees that the Intermediary shall, comply with instructions originated by the Collateral Agent directing disposition of funds in the Collection Account, without further consent by the Off-taker or any other Person. The Intermediary shall have no obligation to act, and shall be fully protected in refraining from acting, in respect of the financial assets or funds, as applicable, credited to the Collection Account, in the absence of any such entitlement order or instruction. The Intermediary shall comply with entitlement orders and other directions concerning financial assets or funds, as applicable, credited to the Collection Account at the direction of the Off-taker, until such time as the Collateral Agent delivers a written notice to the Intermediary in the form annexed hereto as Exhibit 1, that the Collateral Agent is thereby exercising exclusive control over the account (such notice may be referred to herein as the “Notice of Exclusive Control”). After the Intermediary receives the Notice of Exclusive Control, it will promptly cease complying with entitlement orders or other directions concerning the account originated by the Off-taker or its representatives.

Entitlement Orders and Instructions. Notwithstanding any provision to the contrary contained herein or in the Pledge and Security Agreement, if at any time the Depositary Agent shall receive any entitlement order or any other order from the Collateral Agent directing the transfer or redemption of any financial asset relating to the Pledged Accounts or any "instruction" (within the meaning of Section 9-104 of the UCC) originated by the Collateral Agent (i.e., an instruction directing the disbursement of funds in a Pledged Account, the Depositary Agent shall comply with such entitlement order, instruction or other order without further consent by the Issuers or any other Person. If the Issuers are otherwise entitled to issue any orders directing the transfer, redemption or other disposition of any financial asset credited to a Pledged Account or instructions with respect to the disposition of funds of credit balances in an Account and such orders or instructions conflict with any orders or instruction issued by the Collateral Agent, the Depositary Agent shall follow the orders and/or instructions issued by the Collateral Agent. It is understood and agreed that except in connection with Permitted Investments as provided in Section 5.1 hereof, neither Issuer shall have any ability to issue entitlement orders or instructions with respect to any Pledged Accounts. Additionally, as expressly provided in Article IV hereof, the Issuers shall have the right to request that the Collateral Agent issue entitlement orders or instructions to the Depositary Agent to the extent specified therein. The parties hereto agree that until the Depositary Agent's obligations under this Agreement shall terminate in accordance with the terms hereof, the Collateral Agent shall have control of each Issuer's security entitlements with respect to the financial assets credited to the Pledged Accounts. The Depositary Agent hereby represents that it has not entered into, and agrees that, until the termination of this Agreement, it will not enter into, any agreement with any other Person (other than the Collateral Agent and the Issuers) in respect of the Pledged Accounts pursuant to which it agrees to comply with entitlement orders made by such Person.

Entitlement Orders and Instructions. VCP agrees that the Intermediary may, and the Intermediary agrees that it shall, comply with entitlement orders originated by the Collateral Agent and relating to the Collateral Securities Account, without further consent by VCP or any other Person. VCP agrees that the Intermediary may, and the Intermediary agrees that it shall, comply with instructions originated by the Collateral Agent directing disposition of funds in the Collateral Deposit Account, without further consent by VCP or any other Person. The Intermediary shall have no obligation to act, and shall be fully protected in refraining from acting, in respect of the financial assets or funds, as applicable, credited to the Collateral Account, in the absence of any such entitlement order or instruction, as applicable.

Entitlement Orders and Instructions. Except as otherwise provided in this Section 3, Account Bank will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) (“Entitlement Orders”) and “instructions” (as defined in Section 9-104 of the UCC) (“Instructions”) originated by Collateral Agent, which may act at the direction of the Administrative Agent, without further consent by Borrower, Servicer or any other Person, provided, prior to the Account Bank’s receipt of a Notice of Exclusive Control (as hereinafter defined) that has not been rescinded in writing by the Collateral Agent, the Account Bank may rely on Entitlement Orders received by Borrower or Servicer with respect to the investment of cash received into the Collection Account in Permitted Investments, without further consent of any other Person. Account Bank shall be entitled to require that any Entitlement Order or Instruction be in written form.

Related to Entitlement Orders and Instructions

Entitlement Orders If at any time the Securities Intermediary shall receive any Entitlement Order from the Assignee-Secured Party with respect to any 2023-A Collateral Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Transferor, the Initial Secured Party or any other Person. If at any time the Assignee-Secured Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been released and all Issuer Obligations have been paid, the Securities Intermediary shall thereafter comply with Entitlement Orders with respect to each 2023-A Collateral Account from the Initial Secured Party without further consent by the Assignee-Secured Party or any other Person. Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary receives conflicting orders or instructions from the Assignee-Secured Party and the Initial Secured Party, the Securities Intermediary will follow the orders or instructions of the Assignee-Secured Party and not the Initial Secured Party.
Background and Instructions History of Agreement- This agreement has been drafted by the Texas Student Privacy Alliance (TXSPA). The Alliance is a collaborative group of Texas school districts that share common concerns around student and data privacy. The Texas K-12 CTO Council is the organization that sponsors the TXSPAand the TXSPA is the Texas affiliate of the national Student Data Privacy Consortium (SDPC). The SDPC works with other state alliances by helping establish common data privacy agreements unique to the jurisdiction of each state. This Texas agreement was drafted specifically for K-12 education institutions and included broad stakeholder input from Texas school districts, statewide associations such as TASB, TASA, and TASBO, and the Texas Education Agency. The purpose of this agreement is to set standards of both practice and expectations around data privacy such that all parties involved have a common understanding of expectations. This agreement also provides a mechanism (Exhibit E- General Offer of Terms) that would allow an Operator to extend the ability of other Texas school districts to be covered under the terms of the agreement should an Operator sign Exhibit E. This mechanism is intended to create efficiencies for both Operators and LEAs and generally enhance privacy practices and expectations for K-12 institutions and for companies providing services to K-12 institutions.
Reliance on Certificates and Instructions The Custodian shall be entitled to rely upon any Certificate, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an officer or Authorized Person of the Fund. The Custodian shall be entitled to rely upon any Written Instructions or Oral Instructions actually received by the Custodian pursuant to the applicable Sections of this Agreement and reasonably believed by the Custodian to be genuine and to be given by an Authorized Person. The Fund agrees to forward to the Custodian Written Instructions from an Authorized Person confirming such Oral Instructions in such manner so that such Written Instructions are received by the Custodian, whether by hand delivery, telex or otherwise, by the close of business on the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact that such confirming instructions are not received by the Custodian shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral Instructions given to the Custodian hereunder concerning such transactions provided such instructions reasonably appear to have been received from a duly Authorized Person.
Reliance Upon Documents and Instructions The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Written Instructions actually received by it pursuant to this Agreement.
Conflicting Orders or Instructions If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor or any other Person, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such other Person.
Fund Instructions (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.
Conflicting Instructions A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company will act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
Authorized Instructions The Custodian shall be entitled to rely upon any Oral Instructions or Instructions actually received by the Custodian and reasonably believed in good faith by the Custodian to be from an Authorized Person (“Authorized Instructions”). Notwithstanding any other provision included in this Agreement, Written Instructions relating to the disbursement of moneys of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be in the form of a Certificate. The Fund agrees that an Authorized Person shall forward to the Custodian Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact Instructions confirming Oral Instructions are not received or that contrary Instructions are received by the Custodian after the Custodian has effected such Oral Instructions shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by the Custodian.
Actions of Custodian Based on Proper Instructions and Special Instructions So long as and to the extent that the Custodian acts in accordance with (a) Proper Instructions or Special Instructions, as the case may be, and (b) the terms of this Agreement, the Custodian shall not be responsible for the title, validity or genuineness of any property, or evidence of title thereof, received by it or delivered by it pursuant to this Agreement.
Compliance with Laws and Instruments The business, products and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of the Company. The execution, delivery and performance by the Company of the Merger Documents and the consummation by the Company of the transactions contemplated by this Agreement: (a) will not cause the Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the Certificate of Incorporation or By-laws of the Company, (b) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a material adverse effect on the Condition of the Company and (c) will not result in the creation or imposition of any Lien upon any property or asset of the Company. The Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its Certificate of Incorporation or By-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of the Company, any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected.

Entitlement Orders and Instructions Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Entitlement Orders and Instructions