RESPONSIBILITIES OF AGENTS Sample Clauses

RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facilities contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement. (d) Neither 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 any Loan Party or any other Person. (ii) Any appraisals or other assessments of the assets of any Loan Party 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 Loan Party or any other Person (other than the subject Agent) to perform its obligations under the Loan Documents. (e) Each 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 subject 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. (f) Neither 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 their respective 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,...
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RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facilities contemplated by the Loan Documents and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent are in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement. (d) Neither 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. (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 Loan 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 subject . 92 .
Sample 1
RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facility contemplated by the Loan Agreement and for all matters for which theCollateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation, (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement.
Sample 1
RESPONSIBILITIES OF AGENTS. You shall be responsible for the fidelity and honesty of all of your agents. All monies collected, received, or which otherwise come into your control or the control of your agents, which belong to us, our annuity or insurance contract owners (hereinafter referred to as a “insurance contract owners”) or applicants shall be securely held in a fiduciary capacity and shall not be used for any personal or other purposes whatsoever, but shall be immediately paid over to us. You guarantee the payment to us of all monies intended for or owing to us, our insurance contract owners, prospective insurance contract owners, or applicants that are collected, received, or otherwise come into your control or the control of your agents.
Sample 1
RESPONSIBILITIES OF AGENTS. 2.1 Agent will assist prospective borrowers in completing credit applications and such other documentation as Lender may require (“Application Package”) and shall promptly submit the Application Package to Lender for its review and approval. All information and documents gathered by Agent and/or provided to Lender as part of the Application Package shall be in accordance with the then prevailing underwriting standards and loan policies of Lender, as detailed in the VA manual. 2.2 Agent shall complete and furnish to each prospective borrower, any and all information which is required by federal, state, and local laws and regulations including, but not limited to, the Equal Credit Opportunity Act, Regulation B, the Real Estate Settlement Procedures Act, Regulation X, the Truth-in-Lending Act, Regulation Z and the Fair Credit Reporting Act. 2.3 Agent shall make no credit commitments on behalf of Lender with written or verbal. Lender has the sole and absolute discretion to determine whether a Loan will be granted and under what terms and conditions. 2.4 Agent shall request real estate appraisal (CRV or XXXX) and case number assignment from Lender. 2.5 Agent, at its own expense, shall provide Lender with all credit data, financial statements, real estate information and such additional items as Lender, from time to time, may require. In addition, Agent, at its own expense, shall perform such other functions as Lender may require to complete the loan transaction. 2.6 In the event any approval of any entity, including but not limited to private mortgage insurers, governmental or quasi-governmental agencies or potential investors, is required to process, close, fund or service a Loan, Agent agrees to take whatever action is required to obtain such approval.
Sample 1
RESPONSIBILITIES OF AGENTS. You shall be responsible for the fidelity and honesty of all of your agents. All monies collected, received, or which otherwise come into your control or the control of your agents, which belong to us, our annuity or insurance contract owners (hereinafter referred to as a “insurance contract owners”) or applicants shall be securely held in a fiduciary capacity and shall not be used for any personal or other purposes whatsoever, but shall be Forethought Life Insurance Company
Sample 1
RESPONSIBILITIES OF AGENTS. (a) THE AGENTS SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES TO, OR ANY FIDUCIARY RELATIONSHIP WITH, ANY BANK EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) NEITHER THE AGENTS NOR ANY OF THEIR AFFILIATES SHALL BE RESPONSIBLE TO ANY BANK FOR ANY OF THE FOLLOWING: (i) ANY RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY THE BORROWER OR ANY OTHER PERSON. (ii) ANY APPRAISALS OR OTHER ASSESSMENTS OF THE ASSETS OF THE BORROWER OR OF ANY OTHER PERSON RESPONSIBLE FOR OR ON ACCOUNT OF THE OBLIGATIONS. (iii) THE VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY, OR SUFFICIENCY OF THIS 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 THAT AGENT) TO PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. (c) THE AGENTS 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 AGENTS 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 AGENTS, NOR ANY OF THEIR DIRECTORS, OFFICERS, OR EMPLOYEES SHALL BE RESPONSIBLE FOR ANY ACTION 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 AGENTS SHALL NOT HAVE ANY RESPONSIBILITY IN ANY EVENT FOR MORE FUNDS THAN THE AGENTS ACTUALLY RECEIVE AND COLLECT. (f) THE AGENTS, IN THEIR SEPARATE CAPACITY AS A BANK, SHALL HAVE THE SAME RIGHTS AND POWERS HEREUNDER AS ANY OTHER BANK.
Sample 1
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RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall promptly transmit to each Purchaser each notice or other document received by the Administrative Agent from the Original Issuer, the Issuer or the Guarantor addressed to, or calling for action by, such Purchaser. With respect to the documents referred to in Sections 3.01 and 3.02, the Administrative Agent shall forward (or arrange for counsel to forward) to each Purchaser copies of such documents subsequent to the Amendment Date and the Amendment Date, respectively, and with respect to documents referred to in
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RESPONSIBILITIES OF AGENTS. (a) Notwithstanding anything contained herein to the contrary, the Collateral Agent shall have sole responsibility and authority to establish Reserves. The Collateral Agent shall have the sole responsibility and authority for the conduct of any Liquidation and the distribution of the proceeds of such Liquidation to the Administrative Agent. FRF alone shall discharge all of the responsibilities and duties vested in the Collateral Agent pursuant to the terms of this Agreement until it resigns as Collateral Agent, and thereafter FCC, if it has not theretofor resigned as Collateral Agent, alone shall discharge such responsibilities any duties. (b) The Administrative Agent shall have responsibility and authority for the administration of the credit facilities contemplated by the Loan Documents and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent are in doubt, the Administrative Agent shall be vested with such responsibility and authority. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement.
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Related to RESPONSIBILITIES OF AGENTS

  • RESPONSIBILITIES OF CITY City or its representative shall issue all communications to Contractor. City has the authority to request changes in the work in accordance with the terms of this Agreement and with the terms in Exhibit A – Scope of Work. City has the authority to stop work or to suspend any work.

  • RESPONSIBILITIES OF PARTIES A. BST will include billing number information associated with resold exchange lines or SPNP arrangements in its LIDB. The Local Exchange Company will request any toll billing exceptions via the Local Service Request (LSR) form used to order resold exchange lines, or the SPNP service request form used to order SPNP arrangements. B. Under normal operating conditions, BST shall include the billing number information in its LIDB upon completion of the service order establishing either the resold local exchange service or the SPNP arrangement, provided that BST shall not be held responsible for any delay or failure in performance to the extent such delay or failure is caused by circumstances or conditions beyond BST’s reasonable control. BST will store in its LIDB an unlimited volume of the working telephone numbers associated with either the resold local exchange lines or the SPNP arrangements. For resold local exchange lines or for SPNP arrangements, BST will issue line-based calling cards only in the name of Local Exchange Company. BST will not issue line- based calling cards in the name of Local Exchange Company’s individual end users. In the event that Local Exchange Company wants to include calling card numbers assigned by the Local Exchange Company in the BST LIDB, a separate agreement is required. C. BST will provide responses to on-line, call-by-call queries to the stored information for the specific purposes listed in the next paragraph. D. BST is authorized to use the billing number information to perform the following functions for authorized users on an on-line basis: 1. Validate a 14 digit Calling Card number where the first 10 digits are a line number or special billing number assigned by BST, and where the last four digits (PIN) are a security code assigned by BST. 2. Determine whether the Local Exchange Company has identified the billing number as one which should not be billed for collect or third number calls, or both.

  • Limitation on Responsibilities of Agent Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

  • Responsibilities of Adviser In carrying out its obligations under this Agreement, the Adviser agrees that it will: (a) Comply with all applicable law, including but not limited to the 1940 Act and the Advisers Act, the rules and regulations of the Commission thereunder, and the conditions of any order affecting the Trust or a Fund issued thereunder; (b) Use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (c) Not make loans to any person for the purpose of purchasing or carrying Fund shares; (d) Place, or arrange for the placement of, all orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer (including any affiliated broker or dealer). In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider whether such broker or dealer furnishes research and other information or services to the Adviser; (e) Adhere to the investment objective, strategies and policies and procedures of the Trust adopted on behalf of each Fund; and (f) Maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, the Adviser's investment advisory personnel will not inquire or take into consideration whether the issuers (or related supporting institutions) of securities proposed for purchase or sale for the Fund's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Fund.

  • Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and

  • Responsibilities of the Contractor The Contractor shall provide all technical and professional expertise, knowledge, management, and other resources required for accomplishing all aspects of the tasks and associated activities identified in the Scope of Work. In the event that the need arises for the Contractor to perform services beyond those stated in the Scope of Work, the Contractor and the City shall negotiate mutually agreeable terms and compensation for completing the additional services.

  • Responsibilities of Customer 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time. 5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service. 5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply. 5.4 Customer shall: (a) adhere to the Fair Usage Policy; (b) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided; (c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis: (i) if dates are changed or cancelled at the Customer’s request more than fourteen (14) days before the scheduled start date no Liquidated Damages are payable; (ii) if dates are changed or cancelled between seven (7) days and fourteen

  • Responsibilities of the Company 3.3.1 The Company shall provide participants of CopyTrade with a complete package of services according to the Customer Agreement. The Company is liable for proper performance of technological solutions according to the Customer Agreement. 3.3.2 The Company bears no liability to participants of CopyTrade for lost profit or losses, which may directly or indirectly occur as a result of trading operations performed or not performed by an Investor or a Trader. 3.3.3 The Company bears no liability to participants of CopyTrade for lost profit or losses, which may be directly or indirectly occur as a result of their ignorance of regulatory documents or cooperation scheme. 3.3.4 The Company doesn’t evaluate Traders’ professional skills and suitability not on a single stage of their activity and bears no responsibility to Investors for any losses or lost profit they may incur. 3.3.5 The Company is not liable for:

  • Duties of Agent The Agent shall: (a) as a non-fiduciary agent for the Borrower, maintain a record of the Outstanding Principal Amount owing to each Lender, which record shall conclusively be presumed to be correct and accurate, absent manifest error; (b) hold and maintain the Security to the extent provided in Section 11.02; (c) provide to each Lender copies of all financial information received from the Borrower promptly after receipt thereof, and copies of any Draw Requests, Substitution Notices, Rollover Notices, Repayment Notices and other notices received by the Agent from the Borrower upon request by any Lender; (d) promptly advise each Lender of Advances required to be made by it hereunder and disburse all Repayments to the Lenders hereunder in accordance with the terms of this Agreement; (e) promptly notify each Lender of the occurrence of any Default or Event of Default of which the Agent has actual knowledge or actual notice; (f) at the time of engaging any agent, receiver, receiver-manager, consultant, monitor or other party in connection with the Security or the enforcement thereof, obtain the agreement of such party to comply with the applicable terms of this Agreement in carrying out any such enforcement activities and dealing with any Proceeds of Realization; (g) account for any monies received by it in connection with this Agreement, the Security and any other agreement delivered in connection herewith or therewith; (h) each time the Borrower requests the written consent of the Lenders (or the Required Lenders, as the case may be) in connection with any matter, use its best efforts to obtain and communicate to the Borrower the response of the Lenders (or the Required Lenders) in a reasonably prompt and timely manner having due regard to the nature and circumstances of the request; (i) give written notice to the Borrower in respect of any other matter in respect of which notice is required in accordance with or pursuant to this Agreement, promptly or promptly after receiving the consent of the Lenders, if required under the terms of this Agreement; (j) except as otherwise provided in this Agreement, act in accordance with any instructions given to it by the Required Lenders; (k) refrain from exercising any right, power or discretion vested in it under this Agreement or any document incidental thereto if so instructed by the Required Lenders (in respect of any matter which requires the consent of the Required Lenders), or by all of the Lenders (in respect of any matter which requires the unanimous consent of the Lenders); and (l) call a meeting of the Lenders at any time not earlier than five (5) days and not later than thirty (30) days after receipt of a written request for a meeting provided by any Lender.

  • Responsibilities of Client a. Client shall exclusively retain the services of Consultant to perform the Scope of Work, in accordance with, and subject to, the other provisions of this Agreement. b. Client shall provide access for Consultant and its subcontractors to the Site, and shall enter into access agreements with other third party property owners, as necessary for Consultant to complete the performance of the Scope of Work. c. Client shall, as necessary to complete the Scope of Work: (i) cooperate and assist Consultant with the preparation and submittal, to PADEP, PAUSTIF, local governing authorities and others, of all information and documents including, without limitation, correspondence, notices, reports, data submittals, restrictive covenants, engineering and institutional controls, and the like; and (ii) implement and maintain any engineering or institutional controls. d. Client shall transmit to Consultant copies of all documentation, correspondence, reports, and the like, sent or received by Client, regarding the Scope of Work at the Site. e. Client shall make a good faith effort to minimize any and all interference with the progress of the Scope of Work if the Site is remodeled or otherwise modified. Client shall also make a good faith effort to place this condition on third parties that are not a party to this Agreement including, but not limited to, current owners, future owners, current operators, future operators, current lessees and future lessees.

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