Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement.
(b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following:
(i) Any recitals, statements, representations or warranties made by any Borrower or any other Person.
(ii) Any appraisals or other assessments of the assets of any Borrower or of any other Person responsible for or on account of the Liabilities.
(iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein.
(iv) Any failure by any Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents.
(c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person.
(d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct.
(e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects.
(f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.
Responsibilities of Agent. Agent acknowledges and agrees that Agent is solely responsible for: (a) the development, manufacture, marketing, security and support of Agent’s Website that utilizes the MLS Databases or the MLS Content; (b) the use and/or integration of the MLS Content into and/or with the Agent’s Website, a third party’s Website or a Service Provider’s Website, system or software; (c) the actions of the Service Provider in the creation or modification of the Agent’s Website or in the Agent’s use of a Service Provider’s Website, system or software; and (d) the prompt and complete cooperation with MORMLS as described herein.
Responsibilities of Agent. Agent agrees to and shall:
Responsibilities of Agent. Subject to the terms and conditions set forth herein and in the Note Ordinance, the Agent agrees to perform the duties of paying agent set forth herein and in the Note Ordinance. It is understood that in undertaking to perform such duties, and in the performance thereof, it is the intention of City that the Agent act solely as an agent and not as a principal. In the event of a conflict between the terms of this Agreement and the terms of the Note Ordinance relating to the duties of the Agent, the terms of this Agreement shall control.
Responsibilities of Agent. (a) In performing its duties and functions under this Agreement and the Loan Documents, the Agent will endeavor to exercise the same care which it normally exercises in making and handling loans and in handling collateral in which it alone is interested, but it does not assume any further responsibility. The relationship between the Agent and the Banks is and shall be that of agent and principal only.
(b) In the event that (i) the Borrower fails to pay when due the principal of or interest on any Note or any fee required by this Agreement or any other Obligation, or (ii) the Agent receives a Notice of Default or obtains actual knowledge of the occurrence of a Default, the Agent shall give telephonic notice thereof to the Banks (promptly confirmed in writing), and shall take such action with respect to such Default as it shall be directed in writing to take by the Required Banks. Unless and until the Agent shall have received directions as described above, the Agent may take such action or refrain from taking such action with respect to any matter, including without limitation a Default, as it shall deem advisable and in the best interests of the Banks, and shall have no liability for such actions or omissions, except for its gross negligence or willful misconduct. The Agent shall make available to each Bank copies of any and all documents in the possession of the Agent in connection with this Agreement.
(c) The Agent (as used in this Section 12.01 and in Section 12.03 below, the term “Agent” shall include reference to its Affiliates and its own and its Affiliates’ respective officers, shareholders, directors, employees and agents) shall not: (i) have any duties or responsibilities except those expressly set forth in this Agreement or the other Loan Documents, and shall not by reason of this Agreement or the other Loan Documents be a trustee for any Bank; (ii) be responsible to any Bank for any recitals, statements, representations or warranties contained in this Agreement or the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or any property covered thereby ...
Responsibilities of Agent. Agent’s primary responsibility is to provide potential clients provided to Agent by Associate, assistance during the home buying and selling process. Agent will follow procedures outlined by the Team Leader as it relates to follow-up, showings, closings, and Xxxxxxx documents of such clients. Agent shall comply with all federal, state and local laws as well as abide by the rules, policies and regulations of Key Realty and Key Realty One. Associate and Agent understand and acknowledge all transactions shall be written under both the Agent and Associate names and any and all credit for such transaction shall be given to both agents. All sales closed by Agent however, shall be advertised and/or marketed as sales for both parties. Agent further acknowledges and agrees that all buyer transactions shall take place through the Title Company of Team Leaders choosing (Liberty Title, unless otherwise agreed to by Team Leader) without exception and unless restricted by seller where there is an advantage for doing so.
Responsibilities of Agent. (a) Notwithstanding anything contained herein to the contrary, the Agent shall have responsibility and authority for the administration of the credit facility contemplated by this Agreement, including without limitation the establishment of Reserves and the conduct of any Liquidation.
(b) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement.
(c) The Agent nor any of its Affiliates shall be responsible to any Lender for any of the following:
(i) Any recitals, statements, representations or warranties made by the Borrower, or any other Person (other than for statements made herein or in writing by the Agent).
(ii) Any appraisals or other assessments of the assets of the Borrower or of anyone else responsible for or on account of the Liabilities.
(iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Agreement, the Loan Documents or any other document referred to or provided for therein.
(iv) Any failure by the Borrower, or any other Person (other than the Agent) to perform such Person’s obligations under the Loan Documents.
Responsibilities of Agent. In addition to the responsibilities set forth in Paragraphs 2 and 3 above, General Agent shall:
(a) make reasonable efforts to maintain the Contracts in force and provide reasonable assistance to owners of the Contracts,
(b) be governed strictly by all rules and instructions of Company and Touchstone and observe and comply with all applicable insurance laws and regulations,
(c) train and supervise its agents to insure that purchase of a Contract is not recommended to an applicant in the absence of reasonable grounds to believe that the purchase of the Contract is suitable for that applicant. While not limited to the following, a determination of suitability shall be based on information furnished to an agent after reasonable inquiry of such applicant concerning the applicant's insurance and investment objectives, other security holdings, financial situation and needs, and the likelihood that the applicant will continue to make any premium payments contemplated by the Contracts and will keep the Contract in force for a sufficient period of time so that Company's acquisition costs are amortized over a reasonable period of time,
(d) insure that any offer of a Contract made by a sales agent of General Agent will be made only by means of a currently effective prospectus,
(e) keep such records in such form as may be reasonably required by Company and Touchstone and/or as required under applicable laws and regulations. Such records and forms and all supplies furnished to the General Agent by Company shall remain the property of Company and shall be subject to examination and/or possession at any time by Company or its authorized representatives,
(f) pay expenses incurred in the performance of this Agreement,
(g) deliver Contracts immediately, and
(h) promptly notify Touchstone and Company in writing of any customer complaint or notice of regulatory investigation related to the Contracts, Broker-Dealer, Life Agency, or any activities contemplated by this Agreement, of which General Agent becomes aware.
Responsibilities of Agent. The Agent shall convene and chair meetings of the syndicate, and shall execute all resolutions adopted by the
Responsibilities of Agent. We will rent and conduct all rental listing and marketing activities, booking and finance for the Property, acting solely as a Booking Agent for Guests we secure.
