Acting as Agent Clause Samples

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Acting as Agent. ▇▇▇▇ agrees to act as the Participant’s agent for the purposes of carrying out the Participant’s duties under the Regulation in respect of the Plan during the Term.
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Acting as Agent. 3.1 This Article shall apply where you are acting as agent on behalf of another party (an “Underlying Principal”). 3.2 We will open separate accounts for each Underlying Principal (an “Underlying Principal Account”). You represent and warrant that you have all necessary authority to act as agent on behalf of each Underlying Principal Account. You undertake, as agent for the relevant Underlying Principal, and on your own behalf, in respect of each instruction given, to specify the Underlying Principal Account to which the relevant instruction relates. Until you specify an Underlying Principal Account you will be liable in respect of the relevant Transaction. 3.3 We will separately administer those Underlying Principal Accounts that we reasonably believe relate to different Underlying Principals. We will not exercise any power to consolidate accounts or set off amounts owing between Underlying Principal Accounts relating to different Underlying Principals where you have identified to us the Underlying Principal for each account. 3.4 We may transmit your Orders to a third party, which may be an Affiliate of CLSA or a Third Party Correspondent, for execution. 3.5 You, as agent for each Underlying Principal and on your own behalf, represent, warrant and undertake that you will: (a) ensure at all times that you and the Underlying Principal obtain, and comply with the terms of, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorizations to submit Orders, enter into the relevant Transactions and perform the obligations thereunder; (b) promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to you or the Underlying Principal; (c) provide to us on request such information regarding your and the Underlying Principal’s status or affairs as we may reasonably require to evidence your and the Underlying Principal’s authority, powers, consents, licenses and authorizations and your compliance with Applicable Law; and your appointment as agent to the Underlying Principal; (d) provide to us on request copies of the relevant sections of the Underlying Principal’s constitutional documents relating to its capacity to enter into Transactions and to appoint an agent to act on its behalf, and any such extract will be true, accurate, complete and not misleading in all material respects; and (e) execute as agent for the Underlying Principal where you are duly authorize...
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Acting as Agent. You hereby agree, as Agents hereunder, to use your reasonable best efforts to solicit and receive offers to purchase Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to you from time to time by the Company. For the purpose of such solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to you by the Company, and you will solicit purchases only as permitted or contemplated thereby and herein and will solicit purchases of the Notes only as permitted by the Securities Act and the applicable securities laws or regulations of any jurisdiction. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company, you will forthwith suspend solicitation of purchases until such time as the Company has advised you that such solicitation may be resumed. You are authorized to solicit orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). You are not authorized to appoint subagents or to engage the service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent will however, on a periodic basis, provide the Company with a listing of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, offers to purchase Notes on an aggregate basis by CUSIP numbers of the Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and may reject any proposed purchase of Notes as a whole or in part. You shall have the right, in your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of your agreements contained herein. The Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Notes, a concession in the form of a discount equal to the percentages of the initial offering price of each Note sold not in excess of the concession set forth in Exhibit A hereto (the "Concession"). The...
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Acting as Agent. The Distributor may, in cases in which it does not want to buy and resell, refer such business to the Supplier for a direct sale to the customer. For such activity as intermediary the Distributor will receive a commission to be agreed upon on a case by case basis. It is expressively agreed that such activity as intermediary, to the extent it remains of an accessory character, does not modify the legal status of the Distributor as a trader acting in its own name and for its own account.
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Acting as Agent. If the Principal is Newmont Mining Services Pty Ltd (ABN 22 008 087 778) then for all purposes related to the formation and performance of the Agreement and irrespective of whether individual communications, correspondence and documentation specify or otherwise reflect such capacity, the Principal will be acting as agent for and on behalf of: (a) the owner of Newmont Tanami: Newmont Tanami Pty Ltd ABN 39 007 688 093; and (b) the joint venture owners of Newmont Boddington: Newmont Boddington Pty Ltd ABN 32 062 936 547 and Saddleback Investments Pty Ltd ABN 96 134 978 224, and their jo int venture manager, Newmont Boddington Gold Pty Ltd ABN 45 101 199 731; and its/their respective successors and assigns.
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Acting as Agent. If the Principal is Newmont Goldcorp Services Pty Ltd (ACN 008 087 778) then for all purposes related to the formation and performance of the Agreement and irrespective of whether individual communications, correspondence and documentation specify or otherwise reflect such capacity, the Principal will be acting as agent for and on behalf of: (a) the owner of Newmont Goldcorp Tanami: Newmont Goldcorp Tanami Pty Ltd ABN 39 007 688 093; and (b) the joint venture owners of Newmont Goldcorp Boddington: Newmont Boddington Pty Ltd ABN 32 062 936 547 and Saddleback Investments Pty Ltd ABN 96 134 978 224, and their joint venture manager, Newmont Goldcorp Boddington Pty Ltd ABN 45 101 199 731; and its/their respective successors and assigns.
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Acting as Agent. 2.1 The Principal represents to the Supplier and the Supplier acknowledges to the Principal that: (a) the Principal enters into the Agreement as manager of the Joint Ventures and agent for the Joint Venturers for their respective rights and obligations under the Agreement; (b) the Principal is duly authorised to enter into and execute the Agreement; (c) the rights of the Principal under the Agreement enure to Barrick and KLV severally in the proportions of 50% and 50% respectively; and (d) the obligations of the Principal under the Agreement are binding upon Barrick and KLV severally in the proportions of 50% and 50% respectively. 2.2 Nothing in this clause affects the rights, duties and obligations of Barrick and KLV as between themselves.
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Acting as Agent. Provided that the Member is a member of CESA in good standing, CESA agrees to act as the Member’s agent for the purposes of carrying out the Member’s duties under the Regulations in respect of the Plan during the Term, and, in particular and without limitation, in respect of the implementation and operation the Plan for the collection, transportation and recycling of the Products for and on behalf of the Member.
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Related to Acting as Agent

  • Appointment as Agent 1.1 The Trust hereby appoints DSC Shareholder Services Agent for the Series to provide as agent for the Trust services as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts such appointment and agrees to provide the Trust, as its agent, the services described herein. 1.2 The Trust shall pay DSC and DSC shall accept, for the services provided hereunder, the compensation provided for in Section VIII hereof. The Trust also shall reimburse DSC for expenses incurred or advanced by it for the Trust in connection with its services hereunder.

  • Agent Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

  • AGENT/MANAGER (check one)

  • Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative. (b) Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holder or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder. (c) The Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Non-Controlling Note Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial Note Holder of the Non-Controlling Note, provided that at any time a Non-Controlling Note is included in a Securitization, references to a “Non-Controlling Note Holder” herein shall mean, with respect to such Note, the Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of a “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.

  • Appointment of Controlling Noteholder Representative (a) The Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise its rights hereunder (the “Controlling Noteholder Representative”). The Controlling Noteholder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative. The Controlling Noteholder Representative may be any Person (other than a Borrower Party), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting on behalf of the Controlling Noteholder and other Noteholders (and any Servicer) will accept such actions of the Controlling Noteholder Representative as actions of the Controlling Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as a Controlling Noteholder Representative until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any Servicer) of such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder Representative provides the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address, any fax number and any email address for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses, telephone numbers, any fax numbers and any email addresses). The Controlling Noteholder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Noteholder Representative until they receive such information from the Controlling Noteholder. The Controlling Noteholder agrees to inform each such Servicer or Trustee of the then-current Controlling Noteholder Representative. (b) Neither the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to any other Noteholder or any other Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing Agreement, or for errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Noteholders agree that the Controlling Noteholder Representative and the Controlling Noteholder may take or refrain from taking actions that favor the interests of one Noteholder over any other Noteholder, and that the Controlling Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or such Controlling Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, such Controlling Noteholder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Noteholder Representative nor such Controlling Noteholder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting solely in the interests of any Noteholder. (c) Each of the other Noteholders acknowledges and agrees all of the aforementioned rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Section 5(f) and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified in the Servicing Agreement) to the extent set forth in the Servicing Agreement.