Limitations of Duties Sample Clauses

Limitations of Duties. Executive shall not, without consent first being given by the Company, which consent may be general authority from the Company: A. Take part in activities detrimental to the best interests of the Company, including rendering any services to any other firm or entity which conflict or interfere with the performance of Executive’s duties hereunder. B. Exceed any limitations on his authority that may be established by the Board. C. Enter into any contract, oral or written, in the name of, for or on behalf of the Company other than in the ordinary course of business. D. Use any money belonging to the Company or pledge its credit other than in the ordinary course of business. E. Commit or suffer to be committed any act whereby the Company’s property may be subject to attachment or seizure. F. Cause the Company to become a guarantor, surety or endorser or give any note for the benefit of any other person whomsoever. Upon a breach of any provision under this Item 3, the Company shall have the right to terminate this Agreement for Cause as set forth in Item 6E hereof and to pursue any other remedies available to the Company as a result of such breach. Executive shall indemnify and hold the Company harmless from and against any and all damages, actions, causes of action, claims and other liabilities, contingent or otherwise, directed toward the Company by others as a result of Executive’s violation of any of the provisions of this Item 3.
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Limitations of Duties. 8.1. The ADS Warrant Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties specifically set forth in this Agreement without gross negligence or willful misconduct, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Agent. 8.2. The ADS Warrant Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents. 8.3. The ADS Warrant Agent shall not be obligated to take any legal action hereunder on behalf of any Holder or any other person. 8.4. The ADS Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form or any other Warrants Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability for relying upon and complying with, any Subscription Form or other Warrants Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement. 8.5. The ADS Warrant Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Agent hereunder in reliance upon, and in accordance with, any such opinion. 8.6. The ADS Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Agent for written instructions from the Company may, at the option of the ADS Warrant Agent, set forth in writing any action proposed to be taken or omitted by th...
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Limitations of Duties. Executive shall not, without consent first being given by the Company, which consent may be general authority from the Company: A. Take part in activities detrimental to the best interests of the Company, including rendering any services to any other firm or entity which conflict or interfere with the performance of Executive’s duties hereunder. B. Exceed any limitations on his authority that may be established by the Board. C. Enter into any contract, oral or written, in the name of, for or on behalf of the Company other than in the ordinary course of business. D. Use any money belonging to the Company or pledge its credit other than in the ordinary course of business. E. Commit or suffer to be committed any act whereby the Company’s property may be subject to attachment or seizure.
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Limitations of Duties. With respect to Owner Containers which are (i) leased-in from P&R (or any of its assignees or Affiliates) pursuant to the P&R Lease Agreement, as defined in the SPA, or (ii) leased-in from Der Transport Fonds GmbH & Co KG, Hamburg (“DTF”) (or any of its assignees or Affiliates) pursuant to the DTF Lease Agreement, as defined in the SPA, by Capital Lease or the Subsidiaries, the Manager shall use best efforts to perform its duties under this Agreement so that Capital Lease or the relevant Subsidiary is not in breach of the underlying lease-in agreements with such companies, provided that (A) the Owner (or the relevant Capital Companies) has granted Manager the rights necessary to so perform and (B) such leased-in agreements have not been amended since the Effective Date such that the Manager would not be able to fulfill the obligations thereunder without unreasonable commercial expense. In particular, the Manager shall, with respect to the P&R Lease Agreement and the DTF Lease Agreement and subject to the above qualifications, not act in its own name but shall act as an agent in the name of Capital Lease or the relevant Subsidiary, unless the respective owner of the leased-in Containers has expressly granted its consent that the Manager may act in its own name.
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Limitations of Duties. (a) The Parties are represented by their own attomeys in this matter. While the attorneys to this Agreement have a duty to preserve the confidences disclosed to them pursuant to the Agreement, each attomey will be acting only as the attomey for his or her respective client and will owe a duty of loyalty only to that client. (b) Each Party, after frill opportunity to discuss the matter with its counsel, waives any right to seek disqualification of counsel for any other Party to the Agreement based upon disclosure and/or receipt of Joint Materials or a conflict of interest by reason of participation or joint prosecution efforts under this Agreement.
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Limitations of Duties. The Pledgee Agent shall have no duties or obligations except those expressly set forth herein and no implied covenants or obligations shall be read into this Agreement. If in one or more instances the Pledgee Agent takes any action or assumes any responsibility not specifically delegated to it, neither the taking of such action or the assumption of such responsibility shall be deemed to be an express or implied undertaking on the part of the Pledgee Agent that it will take the same or similar action or assume the same or similar responsibility in any other instance.
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Limitations of Duties. The Xxxxxx Xxxxx xxxxxxxxxx xo perform only --------------------- such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Company and the Organizers hereby acknowledge that the status of Escrow Agent is that of agent only for the limited purposes set forth, and hereby agree that in making the offering, there shall be no representation or implication that the Escrow Agent, by serving as escrow agent hereunder or otherwise, has investigated the desirability or advisability of investment in the Shares or has approved, endorsed or passed upon the merits of the investment, nor shall the name of the Escrow Agent be used in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgement that it has agreed to serve as Escrow Agent for the limited purposes herein set forth.
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Related to Limitations of Duties

  • Nature of Duties Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Borrower to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Borrower. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement except as expressly set forth herein.

  • Delegation of Duties The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

  • STATEMENT OF DUTIES Upon written request, an employee shall be provided with a complete and current statement of the duties and responsibilities of his or her position, including the classification level and, where applicable, the point rating allotted by factor to his or her position, and an organization chart depicting the position’s place in the organization.

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