Representative Provisions Sample Clauses

Representative Provisions. If you have designated a Representative in Section 5 of the Constellation Trust Company Xxxx Individual Retirement Custodial Account Adoption Agreement, or on a form acceptable to Constellation Trust Company, your designation is subject to the following provisions: 1. You recognize that Constellation Trust Company is entitled to rely on directions from your Representative, and you agree that Constellation Trust Company shall be under no duty to make an investigation with respect to any instructions received from your Representative. You also recognize that your Representative may choose to communicate investment directions to Constellation Trust Company via an agent, such as his office staff or broker/dealer organization; 2. You are solely responsible for managing the investment of your XXX account, and for directing your Representative. All instructions, directions, and/or confirmations received by Constellation Trust Company from your Representative, shall be assumed to have been authorized by you; 3. You recognize that such Representative is your agent, and not an agent, employee, or representative of Constellation Trust Company; 4. You understand that your Representative may be a registered representative of a broker dealer organization, a financial advisor, or other person that you deem acceptable. 5. You understand that Constellation Trust Company has not made and will not make any recommendation or investigation with respect to your Representative, nor does Constellation Trust Company compensate your Representative in any manner. 6. You may remove your Representative and either designate a new Representative or choose not to designate any representative, by written notice to Constellation Trust Company on a form acceptable to Constellation. However, removal of a Representative will not have the effect of canceling any instruction, direction, or confirmation which has been received by Constellation Trust Company from the Representative prior to the date that notice of removal is received and processed by Constellation Trust Company; and 7. You agree to indemnify and hold Constellation Trust Company harmless from any and all liability or claims, including, but not limited to, damages, court costs, legal fees, and costs of investigation as a result of (i) any loss or diminution of your XXX funds resulting from changes in the market value of such funds; (ii) reliance or action taken in reliance on written or oral instructions received from you or your R...
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Representative Provisions. Each of the First Priority Representative and the Second Priority Representative is executing and delivering this Agreement solely in its capacity as agent for the First Priority Secured Parties or the Second Priority Secured Parties, as the case may be, and pursuant to the direction set forth in the First Priority Documents or the Second Priority Documents, as the case may be. Neither the First Priority Representative nor the Second Priority Representative shall be responsible for the terms or sufficiency of this Agreement for any purpose. Neither the First Priority Representative nor the Second Priority Representative shall have any duties or obligations under or pursuant to this Agreement other than such duties as may be expressly set forth in this as duties on its part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, each of the First Priority Representative and the Second Priority Representative shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the First Priority Documents or the Second Priority Documents, as the case may be. Neither the First Priority Representative nor the Second Priority Representative shall have any liability or responsibility for the actions or omissions of any other Secured Party, or for any other Secured Party’s compliance with (or failure to comply with) the terms of this Agreement.
Sample 1
Representative Provisions. Each of the First Lien Collateral Agent, the Second Lien Collateral Agent and the Third Lien Collateral Agent is executing and delivering this Agreement solely in its capacity as agent for the First Lien Secured Parties, the Second Lien Secured Parties or the Third Lien Secured Parties, as the case may be, and pursuant to the direction set forth in the First Lien Credit Documents, the Second Lien Credit Documents or the Third Lien Credit Documents, as the case may be. None of the First Lien Collateral Agent, the Second Lien Collateral Agent or the Third Lien Collateral Agent shall be responsible for the terms or sufficiency of this Agreement for any purpose. None of the First Lien Collateral Agent, the Second Lien Collateral Agent or the Third Lien Collateral Agent shall have any duties or obligations under or pursuant to this Agreement other than such duties as may be expressly set forth in this as duties on its part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, each of the First Lien Collateral Agent, the Second Lien Collateral Agent and the Third Lien Collateral Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the First Lien Credit Documents, the Second Lien Credit Documents or the Third Lien Credit Documents, as the case may be. None of the First Lien LEGAL_US_E # 147945921.11 Collateral Agent, the Second Lien Collateral Agent or the Third Lien Collateral Agent shall have any liability or responsibility for the actions or omissions of any other Secured Party or Collateral Agent, or for any other Secured Party’s or Collateral Agent’s compliance with (or failure to comply with) the terms of this Agreement.
Sample 1

Related to Representative Provisions

  • OPERATIVE PROVISIONS In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement

  • Designation of Representatives 9.2.1 TxDOT and DB Contractor shall each designate Authorized Representative(s) who shall be authorized to make decisions and bind the Parties on matters relating to the Contract Documents. Exhibit 19 hereto provides the initial Authorized Representative designations. Such designations may be changed by a subsequent writing delivered to the other Party in accordance with Section 9.1. 9.2.2 The Parties may also designate technical representatives who shall be authorized to investigate and report on matters relating to the administration, design and construction of the Project and negotiate on behalf of each of the Parties, but who do not have authority to bind TxDOT or DB Contractor.

  • Right to Have Union Representative Present (a) An employee shall have the right to have her xxxxxxx present at any discussion with supervisory personnel which the employee believes might be the basis of disciplinary action. Where a supervisor intends to interview an employee for disciplinary purposes, the supervisor shall make every effort to notify the employee in advance of the purpose of the interview in order that the employee may contact his/her xxxxxxx, providing that this does not result in an undue delay of the appropriate action being taken. This Article shall not apply to those discussions that are of an operational nature. (b) A xxxxxxx shall have the right to consult with a Staff Representative of the Union and to have a local Union Representative present at any discussion with supervisory personnel which the xxxxxxx believes might be the basis of disciplinary action against the xxxxxxx, providing that this does not result in an undue delay of the appropriate action being taken.

  • Selection of Representatives a) Each central party and the Crown shall select its own representatives to the Committee.

  • Other Pertinent Provisions Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • Administrative Provisions (a) Replies to grievances at Step 2 of the grievance procedure and notification to arbitrate shall be by certified mail, courier or by facsimile. (b) Grievances, replies, and notification shall be deemed to have been presented on the date on which they were verifiably transmitted, and received on the date they were delivered to the appropriate office of the Employer or the Union.

  • Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan.

  • EXCULPATION PROVISIONS EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!