Entitlement Orders; Instructions Sample Clauses

Entitlement Orders; Instructions. (i) Except as otherwise provided in this Section 3.06(d), the Collateral Agent will comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) originated by the Borrower without further consent by the Lenders. (ii) If at any time the Collateral Agent shall receive any order from the Required Lenders directing transfer or redemption of any financial asset in any Account, the Collateral Agent shall comply (and the Borrower hereby authorizes the Collateral Agent to comply) with, and is fully entitled to rely upon, such entitlement order without further consent by the Borrower or any other person. (iii) If the Required Lenders notifies the Collateral Agent that the Secured Party will exercise exclusive control over the Accounts (a “Notice of Exclusive Control”), the Collateral Agent, upon reasonable opportunity to act upon such notice, will (A) cease complying with entitlement orders or other directions concerning the Accounts originated by the Borrower, and (B) cease distributing to the Borrower interest and other distributions on property in the Accounts, and (C) so long as there are sufficient funds on deposit in the Accounts, on the next Payment Date begin to apply funds in the Accounts in accordance with Section 2.07 (rather than Section 2.06). (iv) With respect to cash credited to the Accounts, the Collateral Agent hereby agrees to comply (and the Borrower hereby authorizes the Collateral Agent to comply) with instructions (within the meaning of Section 8-102(a)(12) of the UCC) originated only by the Required Lenders directing disposition of the funds in such account without further consent by the Borrower or any other person. The parties hereby agree that such instructions are set forth in Section 2.06 or 2.07, as applicable.
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Entitlement Orders; Instructions. If at any time the Depositary Agent shall receive any entitlement order, instruction or any other order from the Collateral Agent directing the transfer or redemption of any financial asset or other asset relating to the Collateral Account, or directing the disposition of any funds in the Collateral Account, the Depositary Agent shall comply with such entitlement order, instruction or other order without further consent by the Company or any other Person. 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 of the Company’s security entitlements with respect to the financial assets and other assets credited to the Collateral Account. The Depositary Agent hereby represents that it has not entered into, and agrees that, until the termination of this Agreement and the other Term Loan Documents or Note Documents in accordance their terms, it will not enter into, any agreement with any other Person in respect such Collateral Account pursuant to which it would agree to comply with entitlement orders made by such Person.
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Entitlement Orders; Instructions. If at any time the Depositary Agent shall receive any entitlement order, instruction or any other order from the Collateral Agent directing the transfer or redemption of any financial asset or other asset relating to the Asset Sale Proceeds Account, or directing the disposition of any funds in the Asset Sale Proceeds Account, the Depositary Agent shall comply with such entitlement order, instruction or other order without further consent by the Company or any other Person. 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 of the Company’s security entitlements with respect to the financial assets and other assets credited to the Asset Sale Proceeds Account; provided, however, that the Company, as the entitlement holder with respect to the financial assets credited to the Asset Sale Proceeds Account and the Person for whom the Asset Sale Proceeds Account are maintained, is entitled, subject to Section 2.02 and the other provisions of this Agreement, to make substitutions for the security entitlements with respect to the financial assets credited to the Asset Sale Proceeds Account. The Depositary Agent hereby represents that it has not entered into, and agrees that, until the termination of this Agreement and the other Term Loan Documents or Note Documents in accordance their terms, it will not enter into, any agreement with any other Person in respect such Asset Sale Proceeds Account pursuant to which it would agree to comply with entitlement orders made by such Person.
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Entitlement Orders; Instructions. If at any time the Securities Intermediary shall receive any "entitlement order" (within the meaning of Section 8-102(a)(8) of the UCC) from the Buyer, the Securities Intermediary shall comply with such entitlement order without further consent by Seller[, Servicer] or any other person.
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Related to Entitlement Orders; 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.

  • Majority Lenders’ instructions (a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

  • Customer Instructions The documentation shipped with the returned defective Boeing Product may include specific technical instructions for additional work to be performed on the Boeing Product. The absence of such instructions will evidence Customer's authorization for Boeing to perform all necessary Corrections and work required to return the Boeing Product to a serviceable condition.

  • 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.

  • Disbursement Instructions Xxxxxxxx understands that no loan proceeds will be disbursed until all of Xxxxxx’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $479,984.97 as follows: Other Disbursements: $ 479,984.97 $479,984.97 CURRENT BALANCE AFTER $150,000.00 PRINCIPAL PAYDOWN Note Principal: $ 479,984.97 CHARGES PAID IN CASH. Xxxxxxxx has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 0.00 Other Charges Paid in Cash: $ 154,919.90 $1,000.00 LOAN FEE $3,919.90 INTEREST DUE MARCH 3, 2010 $150,000.00 PRINCIPAL PAYDOWN Total Charges Paid in Cash $ 154,919.90 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, XXXXXX REPRESENTS AND WARRANTS TO THE LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED MARCH 3, 2010 ICOP DIGITAL, INC By: /s/ Xxxxx X. Xxxx XXXXX X. XXXX, Chairman & CEO of ICOP DIGITAL, INC DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED MARCH 3, 2008 IN THE AMOUNT OF $780,000.00 TOGETHER WITH ANY AND ALL RENEWALS/MODIFICATIONS THEREOF (“NOTE”). DESCRIPTION OF CHANGE IN TERMS. EXTEND THE MATURITY DATE FROM MARCH 3, 2010 TO MARCH 3, 2011; DECREASE CURRENT PRINCIPAL BALANCE FROM $629,985.97 TO $479,984.97. PROMISE TO PAY. ICOP DIGITAL, INC (“Borrower”) promises to pay to Bank of Blue Valley (“lender”), or order, in lawful money of the United States of America, the principal amount of Four Hundred Seventy~nine Thousand Nine Hundred Eighty~four & 97/100 Dollars ($479,984.97), together with interest on the unpaid principal balance from March 3, 2010, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using an interest rate of 8.000% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

  • Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

  • Proper Instructions Proper Instructions, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by the Custodian from the Fund, the Fund’s investment manager, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including, but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to this Agreement. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 of this Agreement. The Fund or the Fund’s investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.

  • Acting on Instructions; Unclear Instructions (a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank ("Instructions"). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank's negligence, bad faith, fraud, or willful misconduct. (b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. (c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation. (d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customer's name.

  • 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.

  • Form instructions This form does not mandate the use of a specific font size or style but the font must be legible.

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