Entitlement Orders; Control Sample Clauses

Entitlement Orders; Control. Each Claim Holder irrevocably agrees that the Securities Intermediary may, and the Securities Intermediary agrees that it shall, comply with Entitlement Orders originated by the Fiscal Agent and relating to the Enron/Citibank Account without further consent by the Claim Holders or any other Person. Each of the Fiscal Agent and the Securities Intermediary hereby represents that it has not, and hereby agrees that it shall not, enter into any agreement or take any action which gives any Person other than the Fiscal Agent "control" (as defined in Section 8-106 of the UCC) control over the Enron/Citibank Account or any Security Entitlement carried Property credited thereto or deposited therein. When, pursuant to this Agreement, the Majority Holders (or any other Claim Holders) have the right to provide instructions with respect to the Enron/Citibank Account or Financial Assets Property carried therein, the Majority Holders (or such other Claim Holders) shall effectuate such rights by providing such instructions to the Fiscal Agent. Upon receipt of such instructions, the Fiscal Agent shall provide appropriate written instructions or Entitlement Payment Orders to the Securities Intermediary Account Bank. In no event shall the Majority Holders (or any other Claim Holders) provide instructions or Entitlement Payment Orders directly to the Securities Intermediary, and the Securities Intermediary Account Bank, and the Account Bank shall not act upon any instructions or Entitlement Payment Orders received directly from any Claim Holder. The Securities Intermediary Account Bank shall have no liability for acting upon the instructions and Entitlement Payment Orders of the Fiscal Agent. The Securities Intermediary Account Bank shall have no duty to ascertain whether any instruction or Entitlement Payment Order of the Fiscal Agent complies with any instruction of the Majority Holders or any other Claim Holder or whether any Claim Holder has given or has authority to instruct the Fiscal Agent with respect thereto. Neither the Securities Intermediary Account Bank nor the Fiscal Agent shall accept any instructions or other Entitlement Payment Orders from any Enron Party.
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Entitlement Orders; Control. The parties to this Agreement hereby agree that until the Collateral Agent’s obligations under this Agreement shall terminate in accordance with the terms hereof, the Collateral Agent shall have “control” (within the meaning of Section 8-106(d) of the UCC) of the Borrower’s security entitlements with respect to the financial assets credited to the Collateral Accounts.
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Entitlement Orders; Control. The Bank is hereby authorized to and will comply with Entitlement Orders and other directions originated by an Authorized Person of the Secured Party and delivered to the Bank concerning the Account without further consent by the Customer. The Bank agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into (without the prior written consent of the Secured Party and the Customer), any agreement with any person or entity other than the Customer and the Secured Party relating to the Account or any Pledged Assets under which it has agreed or will agree (as the case may be) to comply with Entitlement Orders or other instructions of such other person or entity. Until such time as the Secured Party delivers a written notice to the Bank in the form annexed hereto as Exhibit B, notifying the Bank that the Secured Party is thereby exercising exclusive control over the Account (any such notice, a “Notice of Exclusive Control”), the Bank shall comply with Entitlement Orders and other directions delivered to the Bank concerning Pledged Assets by an Authorized Person of the Customer. Upon delivery of a Notice of Exclusive Control to the Bank:
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Entitlement Orders; Control. The Bank is hereby authorized to and will comply with Entitlement Orders and other directions originated by an Authorized Person 3 of the Secured Party and delivered to the Bank concerning the Account without further consent by the Customer. The Bank agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into (without the prior written consent of the Secured Party and the Customer), any agreement with any person or entity other than the Customer and the Secured Party relating to the Account or any Pledged Assets under which it has agreed or will agree (as the case may be) to comply with Entitlement Orders or other instructions of such other person or entity. Until such time as the Secured Party delivers a written notice to the Bank in the form annexed hereto as Exhibit B, notifying the Bank that the Secured Party is thereby exercising exclusive control over the Account (any such notice, a “Notice of Exclusive Control”), the Bank shall comply with Entitlement Orders and other directions delivered to the Bank concerning Pledged Assets by an Authorized Person of the Customer. Upon delivery of a Notice of Exclusive Control to the Bank: A. The Bank shall only be authorized to comply with Entitlement Orders and other directions delivered to it by an Authorized Person of the Secured Party. B. After the Bank receives a Notice of Exclusive Control, the Bank will, after having had a reasonable opportunity to act on such notice, cease complying with Entitlement Orders and other directions concerning the Account originated by the Customer or any Authorized Persons of the Customer. C. Upon crediting any asset to the Account, the Bank shall, as soon as practicable, provide the Secured Party and the Customer with an electronic notice of receipt or other account statement (“Custody Receipt” and, collectively, “Custody Receipts”). At a minimum, each Custody Receipt must include the name of the Customer and an adequate description of the asset. This information shall be reported to the Secured Party and the Customer in a form (which may be an electronic file that is made available daily) that is agreed upon (and, in the case of an electronic file, is made available in an agreed-upon manner) by the Secured Party and the Bank; and D. The Bank shall as soon as practicable, provide the Secured Party and the Customer with electronic notice of an...
Sample 1
Entitlement Orders; Control. The parties to this Depository Agreement hereby agree that until Depository Bank’s obligations under this Depository Agreement shall terminate in accordance with the terms hereof, Lender shall have “control” (within the meaning of Section 8-106(d) of the UCC) of Borrower’s security entitlements with respect to the financial assets credited to the Collateral Accounts. Borrower agrees that Depository Bank may, and Depository Bank agrees that it shall, comply with entitlement orders in accordance with this Depository Agreement, including instructions directing the disposition of funds, if originated by Lender and relating to any Collateral Account and any security entitlements carried in or credited to any Collateral Account without, in any such case, further consent by Borrower.
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Related to Entitlement Orders; Control

  • Entitlement Orders If at any time the Securities Intermediary shall receive any Entitlement Order from the Assignee-Secured Party with respect to any 2017-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 2017-A Collateral Account from the Initial Secured Party without further consent by the Transferor 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.

  • Aggregating Orders On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other advisory clients of the Manager, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Manager in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and its other clients.

  • Quality Control A. Controlled Affiliate agrees to use the Licensed Marks and Name only in connection with the licensed services and further agrees to be bound by the conditions regarding quality control shown in attached Exhibit A as they may be amended by BCBSA from time-to-time.

  • Entitlement For the purpose of calculating six days per calendar year, one day shall be considered to be one day regardless of the regularly scheduled workday. Calculation for part-time employees and partial days will be on a prorated basis.

  • Quality Control Procedures The Seller must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

  • Product Orders All Product orders shall be submitted by the Operators to DISTRIBUTOR and shall specify the location of the Operator’s Stores, the type of Product, and the quantity desired. Operators may place orders electronically (“Electronic Orders”) or by telephoning or faxing DISTRIBUTOR’s customer service center in accordance with the guidelines detailed below. All shipment expenses from DISTRIBUTOR’s distribution center to the Operator’s location shall be at DISTRIBUTOR’s expense unless otherwise noted elsewhere in this Agreement. Product order guides will be provided by DISTRIBUTOR to the Operators monthly via DISTRIBUTOR’s website and with a hard copy delivered to each Store, with availability of such order guides to be made prior to the beginning of the month, but only after review and approval of the order guide by COMPANY. The order guides will be organized by Product categories and will include, among other things, the Product Sell Price (as defined herein), Product units and new Products. DISTRIBUTOR will assign one product code number to each stock-keeping unit (“SKU”) of each Product, which will be common throughout its entire distribution system and will be used on all documents such as order guides, invoices, monthly reports, etc. SKU’s, and, accordingly, the assigned product code number, must differ for equivalent Products supplied by different suppliers. DISTRIBUTOR will utilize the existing TCBY product item numbers. Only Products approved for sale to its Operators by the COMPANY will be listed on this order guide. Electronic Orders will be placed via internet using DISTRIBUTOR’s web-site. All Electronic Orders are subject to the standard order cut-off time of 4:00 p.m. local time, two (2) days prior to their scheduled delivery day. Operators will have until 5:00 p.m. local time, two (2) days before their order shipping day to modify or add-on to their order. Orders not placed electronically may be subject to earlier cut-off times than those established above as mutually agreed upon between COMPANY and DISTRIBUTOR. Operators will be notified prior to 10:00 a.m. the day after their order cut-off if a product is expected to be out of stock so that an alternative may be ordered, subject to the provisions of Section 3.02. Notwithstanding the foregoing, Stores that have a scheduled delivery day of Monday, must have their orders placed by 12:00 p.m. local time, on the preceding Saturday and Stores that have a scheduled delivery day of Tuesday must have their orders placed by 12:00 p.m. local time, on the preceding Sunday. DISTRIBUTOR may schedule deliveries at any time and day of the week. However, where reasonably possible, DISTRIBUTOR will schedule ordering days and delivery days that are mutually agreed upon by and between DISTRIBUTOR and each Operator and will provide notice to the affected Operator at least fourteen (14) days before routing changes. On an exception basis, DISTRIBUTOR will consider shortening the permissible time frames for scheduled deliveries for those Operators that, given unique and compelling business needs, require the same.

  • Rejection of Payment Orders The Custodian shall give the Fund timely notice of the Custodian’s rejection of a payment order. Such notice may be given in writing or orally by telephone, each of which is hereby deemed commercially reasonable. In the event the Custodian fails to execute a properly executable payment order and fails to give the Fund notice of the Custodian’s non-execution, the Custodian shall be liable only for the Fund’s actual damages and only to the extent that such damages are recoverable under UCC 4A (as defined in Paragraph 7 below). Notwithstanding anything in this Funds Transfer Services Schedule and the Agreement to the contrary, the Custodian shall in no event be liable for any consequential or special damages under this Funds Transfer Services Schedule, whether or not such damages relate to services covered by UCC 4A, even if the Custodian has been advised of the possibility of such damages. Whenever compensation in the form of interest is payable by the Custodian to the Fund pursuant to this Funds Transfer Services Schedule, such compensation will be payable as specified in UCC 4A.

  • No Entitlements (1) Neither the Plan nor the Award Agreement confers on the Participant any right or entitlement to receive compensation, including, without limitation, any base salary or incentive compensation, in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under the Plan) nor impacts in any way the Company Group’s determination of the amount, if any, of the Participant’s base salary or incentive compensation. This Award of PSUs made under this Award Agreement is completely independent of any other Awards or grants and is made at the sole discretion of the Company. The PSUs do not constitute salary, wages, regular compensation, recurrent compensation, pensionable compensation or contractual compensation for the year of grant or any prior or later years and shall not be included in, nor have any effect on or be deemed earned in any respect, in connection with the determination of employment-related rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such plan or arrangement or by the Company Group. The benefits provided pursuant to the PSUs are in no way secured, guaranteed or warranted by the Company Group.

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