Rights and Obligations of the Agent. 5.1 The Agent shall take all measures necessary to block the Shares on the Pledgor’s Account on the date of this Pledge.
5.2 Upon execution of this Pledge the Agent shall take all measures necessary to open and maintain the Pledgor’s Account and the Pledgeholder’s Account.
5.3 The Agent shall monitor the price of American Depositary Shares representing the Shares on a day-to-day basis and shall inform in writing both the Pledgor and Pledgeholder immediately on the occurrence of any event resulting in the decreasing or increasing of the Collateral Value. If the Collateral Value decreases to the level mentioned, and for the period specified, in Clause 3.4, the Agent shall calculate the amount of the Margin Call to be made by the Pledgeholder in accordance with Clause 3.5 hereof and shall within 12 (twelve) hours after such decrease of the Collateral Value inform both the Pledgeholder and Pledgor of the number of additional Shares to be pledged in accordance with Clause 3.4 hereof (in which case the Agent shall send a notice to that effect (the “Margin Call Notice”)). If the Collateral Value increases to the level mentioned, and for the period specified in Clause 4.4, the Agent shall calculate the amount of the shares to be released by the Pledgeholder in accordance with Clause 4.4 hereof and shall within 12 (twelve) hours after such increase of the Collateral Value inform both the Pledgeholder and Pledgor of the Shares to be released (in which case the Agent shall send a notice to that effect, the (“Release Notice”)).
5.4 Upon the obtaining of a Notification the Agent shall immediately (without the requirement to obtain the prior consent of the Pledgor) transfer the Shares from the Pledgor’s Account to the Pledgeholder’s Account with the Agent or any other safekeeping account provided by the Pledgeholder in the Notification according to the terms of the Irrevocable Instruction.
5.5 Upon the obtaining of the Release Notification, the Agent shall immediately cancel the blocking of the Shares in accordance with this Pledge and transfer the Shares from the Pledgor’s Account to the Pledgor’s depo account or any other account of set out by the Pledgor in the Release Notification.
5.6 The Agent shall at all times during the term of this Pledge, maintain the valid and operational nominee account with the Registrar, and maintain the validity of its licence for the depositary activity in the Russian Federation.
Rights and Obligations of the Agent. (1) The Agent shall, on behalf of all Lenders, perform the duties, and exercise the rights, set forth in each provision of this Agreement entrusted by all Lenders to the Agent (referred to in this Paragraph as the Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited “Agency Services”), and shall exercise such rights as, in the Agent’s opinion, are ordinarily necessary or appropriate upon performing the Agency Services. The Agent shall not be liable for any obligation other than those expressly specified by the provisions of this Agreement, nor be liable for any non-performance of obligations by any of the Lenders under this Agreement. The Agent shall be an agent of the Lenders and, unless otherwise provided, shall not be an agent of the Borrower. The Borrower shall pay a fee separately agreed with the Agent (the “Agency Fee”) in consideration of the Agent undertaking the Agency Services under this Agreement.
(2) The Agent may rely upon any communication, instrument and document that has been delivered by an appropriate person with the signature or the name and seal of such appropriate persons and believed by the Agent to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts reasonably appointed by the Agent within the necessary extent in relation to this Agreement.
(3) The Agent shall perform its duties and exercise its authorities provided for in this Agreement with the due care of a good manager.
(4) Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders for any actions or omissions pursuant to, or in connection with, this Agreement, unless there is a willful misconduct or gross negligence on its or their part. The Lenders other than the Agent shall jointly and severally indemnify the Agent for any and all liabilities and Damages incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent should contribute, calculated pursuant to the Participation Ratio of the Lender acting as the Agent (provided, however, that with respect to any Lender whose Lending Obligation has been cancelled but has Outstanding Individual Loan Amounts, for purposes of calculating its Participation Ratio for such indemnity, its Commitment Amount shall be deemed to be equivalent to the p...
Rights and Obligations of the Agent. 2.1. Under this Agreement, the Agent shall be obliged:
2.1.1. To perform legal and actual actions provided for in clause 1.1. of this Agreement in order to fulfill the instructions of the Principal.
2.1.2. To receive payments from the Principal, and transfer the funds received from the Principal to the Suppliers’ bank accounts in accordance with Clause 4 of this Agreement.
2.1.3. To receive payments from the Customers, and transfer the funds received from the Customers to the Principal’s bank account in accordance with Clause 4 of this Agreement.
2.1.4. Тo provide the Principal with Reports on the execution of the Assignments according to the procedure specified in Clause 5 of the present Agreement; 2.
Rights and Obligations of the Agent. 5.1 The Agent must fill in the requested data in the online registration form in order to receive the username and password to access the B2B Platform. The Agent is solely responsible to correctly manage the access information for the B2B Platform and must protect them taking all necessary measures to prevent third parties from gaining access.
5.2 The Agent must sell the AirConnect transport services on their own name and on behalf of AirConnect according to the applicable national and international laws, this Agreement and the Terms and Conditions of Carriage of AirConnect, agreed upon once the online registration in the B2B Platform was completed.
5.3 The Agent is responsible for buying transport services, additional and special services requested by the passenger and for payment of all services at the end of each transaction.
5.4 The Agent has the right to request a service fee from the passenger. If the service fee is requested, the Agent must clearly explain to the passenger that the service fee is not part of the price for AirConnect services and must appear separately on the invoice.
5.5 The Agent has the obligation to obtain and keep the contact data required for identifying passengers (first name, last name, address, personal mobile phone numbers, e-mail, etc.) and shall use it only in the scope of the present Agreement. In accordance to this Agreement, for buying tickets and services from the B2B Platform, the Agent must fill in all the data requested by AirConnect in the booking platform regarding the Agent and the passenger for which the ticket and services are issued (first name, last name, address, personal mobile phone numbers, e-mail, etc.).
5.6 The Agent is responsible for correctly informing the passengers regarding the regulations in force concerning air transportation as well as regarding the Terms and Conditions of Carriage of AirConnect and will be responsible for the veracity and validity of such information.
5.7 The Agent must provide the passenger with the booking information sent by AirConnect once the booking is issued. The Agent can provide the passenger with its own booking document created using information from the booking issued by AirConnect as long as this document includes the booking code issued by AirConnect and all travel related information (travel date, route, departure time). In case the passenger receives a booking document created by the Agent, the Agent is solely responsible for the correctness of the information...
Rights and Obligations of the Agent. 5.1 The agent as processor shall be obliged to ensure compliance with data protection regulations according to the GDPR and other relevant rules with regard to data protection.
5.2 The agent shall guarantee that the principal is able to meet its fulfilment with regard to the rights of data subjects pursuant to Art 12 – 22 GDPR. In particular, the agent shall adopt appropriate technical and organisational safety measures within the meaning of clause 6 in order to support the principal with regard to its duty to respond to requests of data subjects.
5.3 The agent shall be obliged to support the principal – taking into account the information available to the agent – with regard to the measures of data security according to Art 32 GDPR, in case of necessary notification to the authority according to Art 33 GDPR, in case of communications of data subjects according to Art 34 GDPR, with regard to the implementation of a data protection impact assessment according to Art 35 GDPR as well as with regard to consultation of authorities according to Art 36 GDPR.
5.4 The agent allows for and contributes to audits – including inspections – conducted by the principal or another auditor managed by the principal.
5.5 The agent shall immediately inform the principal if, in his opinion, an instruction according to clause 4.2 of this agreement on processing infringes the GDPR or other relevant data protection provisions.
Rights and Obligations of the Agent. 4.1.1. The Agent shall be entitled to obtain commission from the Principal in accordance with the terms of the present Agreement.
4.1.2. The Agent shall be entitled to obtain compensation of the Agent’s expenses agreed in writing by the Parties and related to the fulfillment of obligations under the present Agreement, in accordance with the terms and conditions of the present Agreement and any additional agreements hereto.
4.1.3. The Agent shall be entitled to obtain from the Principal necessary instructions and consultancy on the subject of fulfillment of the Agent’s obligations hereunder.
4.1.4. The Agent shall have other rights provided for by the provisions of the present Agreement and effective legislation.
Rights and Obligations of the Agent. Práva a povinnosti zprostředkovatele
Rights and Obligations of the Agent. (1) The Agent shall, on behalf of all Lenders, perform the duties, and exercise the rights, set forth in each provision of this Agreement entrusted by all Lenders to the Agent (referred to in this Paragraph as the “Agency Services”), and shall exercise such rights as, in the Agent’s opinion, are ordinarily necessary or appropriate upon performing the Agency Services. The Agent shall not be liable for any obligation other than those expressly specified by the provisions of this Agreement, nor be liable for any non-performance of obligations by any of the Lenders under this Agreement. The Agent shall be an agent of the Lenders and, unless
Rights and Obligations of the Agent. 3.1.1 The Agent is obliged to perform the order, given thereto, in accordance with the Principal's instructions upon the occurrence of the following circumstances:
(1) entering into force of the agreement subject to conclusion in accordance with Resolution No. 221 of the Government of the Russian Federation, dated April 16, 2003, between the Principal, the Ministry of Finance of the Russian Federation and Vneshekonombank, providing for the possibility to discharge the Principal's Debt by transfer, to the Ministry of Finance of the Russian Federation, of the Debt Claims and Debt Claims Assignment Certificates or other rights of claims for the Russian Federation's obligations constituting the state external debt of the Russian Federation, as well as for the possibility of discharge of the Principal's Debt by a third party; and
(2) acquisition by the Agent or the subagent, retained by the Agent for the purpose of performing the Principal's order, of rights in respect of the Debt Claims and Debt Claims Assignment Certificates or other rights of claim for the Russian Federation's obligations constituting the state external debt of the Russian Federation.
Rights and Obligations of the Agent. 3.1 The instructions to the Agent will be given by persons entitled to do so by the duly acting agents of the Company. Any modification in the capacity of giving such instructions will only be binding if duly notified to the Agent. The Agent will not take any initiative in respect of any action without instruction on the part of the Company. The Agent shall not incur any liability in acting on the instructions of the Company.
3.2 As domiciliary and administration agent of the Company, the Agent will undertake, except otherwise provided, and in compliance with the law or custom in practice, the following obligations:
a) Will hold copies of all administrative documentation required for the minute book of the Company at the registered office thereof.
b) Prepare, retain and administer the registered share register of the Company and perform all registrations at the request of the Company in compliance with the Company’s Articles of Incorporation or other organic Company documentation provisions.
c) Prepare basic minimum owner and director consents to keep the Company constituted pursuant to applicable law, all of which shall be in the form of unanimous consents unless specifically agreed otherwise by the Firm.
d) Take notice of all correspondence, notification as well as any other communication addressed to the Company without any other obligation than to transmit it to the Company.
