Qualification of Authorized Users Sample Clauses

Qualification of Authorized Users. Licensee shall not designate any person as an Authorized User unless such person is: (1) a natural person and (2) an employee of Licensee. Licensee may designate a non-employee (i.e., an independent contractor) as an Authorized User only with ZoomInfo’s prior permission and provided Licensee takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement. If the employment of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person’s authorization to access the Services shall be revoked automatically without any further action by ZoomInfo. In the event of a termination as described in the previous sentence, Licensee shall promptly notify ZoomInfo and take all reasonable steps to ensure that such person ceases accessing the Services. Licensee may reassign Authorized User designations in good faith, subject to the foregoing qualification requirements.
Sample 1
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Qualification of Authorized Users. Licensee shall not designate any person as an Authorized User unless such person is: (a) a natural person and (b) an employee of Licensee. Licensee may designate a non-employee (i.e., an independent contractor) as an Authorized User only with Bluebook’s prior permission and provided Licensee takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement. If the employment of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person’s authorization to access the Services shall be revoked automatically without any further action by Bluebook. In the event of a termination as described in the previous sentence, Licensee shall promptly notify Bluebook and take all reasonable steps to ensure that such person ceases accessing the Services. Licensee may reassign Authorized User designations in good faith, subject to the foregoing qualification requirements.
Sample 1

Related to Qualification of Authorized Users

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.

  • Representation of Authority Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority.

  • Limitation of Authority No person is authorized to make any representations concerning the Funds or the Shares except those contained in the Prospectus of each Fund and in such printed information as the Distributor may subsequently prepare. No person is authorized to distribute any sales material relating to any Fund without the prior written approval of the Distributor.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Delegation of Authority The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

  • Role of Authorized Participant (a) The Authorized Participant acknowledges that, for all purposes of this Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Fund, the Marketing Agent, the Administrator, the Custodian or the General Partner in any matter or in any respect. (b) The Authorized Participant will, to the extent reasonably practicable, make itself and its employees available, upon request, during normal business hours to consult with the General Partner and the Marketing Agent concerning the performance of the Authorized Participant’s responsibilities under this Agreement; provided that the Authorized Participant shall be under no obligation to divulge or otherwise discuss any information that the Authorized Participant believes (i) is confidential or proprietary in nature or (ii) the disclosure of which to third parties would be prohibited. (c) Notwithstanding the provisions of Section 8(b), the Authorized Participant will maintain records of all sales of Creation Baskets made by or through it and, upon reasonable request of the General Partner, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, will furnish the General Partner with the names and addresses of the Participants of such Creation Baskets and the number of Creation Baskets purchased if and to the extent that the General Partner has been requested to provide such information to the Commodities Futures Trading Commission, Securities Exchange Commission, Financial Industry Regulatory Authority, or Internal Revenue Service (“Fund Regulators”). For the avoidance of doubt, all such information provided by the Authorized Participant shall be Confidential Information (as defined in Section 18) and shall not be used for any purpose other than to satisfy requests of Fund Regulators. (d) The Fund may from time to time be obligated to deliver prospectuses, proxy materials, annual or other reports of the Fund or other similar information (“Fund Documents”) to its limited partners. The Authorized Participant agrees (i) subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its customers, to reasonably assist the General Partner in ascertaining certain information regarding sales of Creation Baskets made by or through the Authorized Participant that is necessary for the Fund to comply with such obligations upon written request of the General Partner or (ii) in lieu thereof, and at the option of the Authorized Participant, the Authorized Participant may undertake to deliver Fund Documents to the Authorized Participant’s customers that custody Shares with the Authorized Participant, after receipt from the Fund of sufficient quantities of such Fund Documents to allow mailing thereof to such customers. The expenses associated with such transmissions shall be borne by the General Partner in accordance with usual custom and practice in respect of such communications. The General Partner agrees that the names, addresses and other information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant, and none of the General Partner, the Fund or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except to the extent necessary for the Fund to meet its regulatory requirements as set forth in Section 8(b) and in this Section 8(c) of the Agreement.

  • EXTENT OF AUTHORITY exercise a degree of autonomy; • control projects and/or programmes; • set outcomes for subordinates; • establish priorities and monitor workflow in areas of responsibility; • solutions to problems can generally be found in documented techniques, precedents and guidelines or instructions. Assistance is available when required.

  • Proof of Authorization 5.3.1 Each Party shall be responsible for obtaining and maintaining Proof of Authorization (POA) as required by applicable federal and state law, as amended from time to time. 5.3.2 The Parties shall make POAs available to each other upon request in the event of an allegation of an unauthorized change in accordance with all Applicable Laws and rules and shall be subject to any penalties contained therein.

  • CERTIFICATE OF AUTHORITY The Trust and the Adviser shall furnish to each other from time to time certified copies of the resolutions of their Trustees or Board of Directors or executive committees, as the case may be, evidencing the authority of officers and employees who are authorized to act on behalf of the Trust, the Fund and/or the Adviser.

  • Modification or Revocation of Authority of Advisor The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

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