Exclusive Control Clause Samples

Exclusive Control. (i) Upon receipt by State Street of a Notice of Exclusive Control from the Trust, State Street shall thereafter follow only the instructions or entitlement orders of the Trust with respect to the Collateral Accounts and shall comply with any entitlement order (within the meaning of Section 8-102(a)(8) of the UCC) or instructions received from the Trust without further consent of AP, and State Street will not comply with entitlement orders or instructions from AP concerning the Collateral without the prior written consent of the Trust. (ii) AP acknowledges that the Trust may issue to State Street a Notice of Exclusive Control at any time without prior notice to AP in the event the Trust determines to use the assets in the Collateral Accounts to satisfy AP’s obligations under the AP Agreement. The Trust will make commercially reasonable efforts to notify AP of any issuance of a Notice of Exclusive Control substantially concurrently with the issuance thereof to State Street. It is acknowledged and agreed that any failure by the Trust to so concurrently notify AP of the issuance of the Notice of Exclusive Control shall in no way invalidate such Notice of Exclusive Control or adversely affect in any way the Trust’s right to take exclusive possession of the assets in the Collateral and the Collateral Accounts as stated in such Notice of Exclusive Control and in no event shall State Street or the Trust be liable for any loss suffered by AP as a result of the failure to receive such notification.

Exclusive Control. Securities Intermediary is authorized to act upon any Written Instructions, including entitlement orders with respect to the securities account that is part of the Indemnification Collateral Account and instructions relating to the deposit account that is part of the Indemnification Collateral Account, solely and exclusively from Secured Party. Securities Intermediary is authorized to act upon any Written Instructions, including entitlement orders with respect to the Pledge Collateral Accounts, solely and exclusively from Pledge Collateral Agent. Secured Party hereby covenants for the benefit of Pledgor that Secured Party will not originate entitlement orders or instructions concerning the Indemnification Collateral Account or the Indemnification Collateral or cause Pledge Collateral Agent to take any action with respect to the Pledge Collateral or the Pledge Collateral Accounts except as provided in Sections 2.9, 4.2, 4.3 and 4.4 hereof with respect to payment of Obligations when due, the substitution, withdrawal, release or transfer of Indemnification Collateral or Pledge Collateral, the treatment of proceeds and the exercise its rights as a secured party upon default. The foregoing covenant is for the benefit of Pledgor only and will not be deemed to constitute a limitation on Secured Party’s right, as between Securities Intermediary and Secured Party, to originate entitlement orders and instructions with respect to the Indemnification Collateral Account and the Indemnification Collateral, on Securities Intermediary’s obligation to comply with those entitlement orders and instructions without further consent by Pledgor, on Secured Party’s right, as between Secured Party and Pledge Collateral Agent, to instruct Pledge Collateral Agent to take action with respect to the Pledge Collateral or the Pledge Collateral Accounts, or on Pledge Collateral Agent’s obligation to comply with those instructions without further consent by Pledgor. Securities Intermediary agrees that it will, without inquiry or consent of Pledgor or any person acting or purporting to act on behalf of Pledgor, comply with Written Instructions (including entitlement orders and instructions relating to the deposit account that is part of the Indemnification Collateral Account) from Secured Party with respect to the Indemnification Collateral Account. Without prejudice to the exclusive right of Secured Party to give entitlement orders, if Securities Intermediary receives conflicting directio...

Exclusive Control. Software shall remain under the exclusive control and custody of Client at all times, and Client shall keep it in a secure place under appropriate access and use restrictions. Client shall immediately notify FIS of any possession or use of Software not specifically authorized by FIS.

Exclusive Control. Such Grantor has exclusive possession and control of its respective Equipment and Inventory.

Exclusive Control. Unless separately agreed to in writing by Secured Party, and until termination of this Agreement under Section 9(a) of this Agreement, Custodian shall not honor any orders or instructions of Pledgor with respect to the Custodial Accounts. Pledgor agrees that it will not be able to request or make debits or withdrawals from, or otherwise have access to, the Custodial Accounts or any Collateral. Pledgor hereby authorizes Custodian to comply with all entitlement orders and all instructions originated by Secured Party at any time with respect to the Custodial Accounts without further consent or direction from Pledgor or any other party. Custodian shall, without inquiry, comply with written instructions (including entitlement orders and other instructions) solely from Secured Party with respect to the Custodial Accounts and the Collateral held therein. Custodian will have no liability to Secured Party or Pledgor for complying with instructions (including entitlement orders) originated by Secured Party except for liability directly caused by the gross negligence or willful misconduct of Custodian or Delegate. Custodian will be fully protected in complying with any instructions, including entitlement orders, originated by Secured Party. Custodian shall have no right to suspend, restrict or otherwise terminate access to the Custodial Accounts except as otherwise expressly permitted in this Agreement or in the Custodian Agreement.

Exclusive Control. Except with respect to Oil and Gas Properties for which such Grantor is not designated the operator, each of the Grantors has exclusive possession and control of its respective Equipment and its respective Inventory.

Exclusive Control. Landlord shall have the exclusive authority to grant possession and use to the condemning authority and to negotiate and settle all issues of just compensation or, in the alternative, to conduct litigation concerning such issues; provided, however, that Landlord shall not enter into any settlement of any separate award that may be made to Tenant as described in Section 16.4 without Tenant's prior approval of such settlement, which approval shall not be unreasonably withheld.

Exclusive Control. CARRIER shall have sole and exclusive control over the manner in which ▇▇▇▇▇▇▇ performs the transportation service provided for hereunder, and CARRIER shall utilize such individuals as it may deem necessary in connection therewith, it being understood and agreed that such individuals shall be subject to discharge, discipline, and control solely and exclusively by CARRIER. CARRIER represents that it is entirely independent and that it is not substantially economically dependent upon the BROKER and there is no functional integration of the BROKER's and the CARRIER's respective operations.

Exclusive Control. Carrier shall have sole and exclusive control over the manner in which Carrier performs the transportation service provided for hereunder, and Carrier shall utilize such individuals as it may deem necessary in connection therewith, it being understood and agreed that such individuals shall be competent, able and legally licensed and shall be subject to discharge, discipline, and control solely and exclusively by Carrier. Carrier represents that it is entirely independent and that it is not substantially economically dependent upon the Shipper and there is no functional integration of the Shipper's and the Carrier's respective operations.