Appointment and Powers Sample Clauses

Appointment and Powers. We the Pledgor hereby make, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, and in our name and place or in the name of the Attorney, and on our behalf: (a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to): (i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares; (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares; (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and (b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for: (i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and (ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares).

Appointment and Powers. 26 SECTION 6.14. Performance of Duties......................................................................27 SECTION 6.15.

Appointment and Powers. Subject to the terms and conditions hereof, ▇▇▇▇▇ Fargo Bank, National Association is hereby appointed as the Trustee with respect to the Collateral, and ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trustee with respect to the Collateral for the Noteholders, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Trustee by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Trustee shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee of its express duties hereunder, except where this Indenture provides that the Trustee is permitted to act only following and in accordance with such instructions.

Appointment and Powers. 53 SECTION 6.14

Appointment and Powers. 30 Section 4.02. Performance of Duties. . . . . . . . . . . . . . . . . . . . . 30 Section 4.03.

Appointment and Powers. Subject to the terms and conditions hereof, to the extent provided in a Series Supplement, each of the Series Secured Parties under such Series Supplement appoints The Chase Manhattan Bank as the Trustee or Trust Collateral Agent, as the case may be, with respect to the Collateral specifically pledged to such Series, and The Chase Manhattan Bank accepts such appointment and agrees to act as Trustee or Trust Collateral Agent, as the case may be, with respect to each Series Trust Estate for such Series Secured Parties, to maintain custody and possession of each Series Trust Estate (except as otherwise provided hereunder) and to perform the other duties of the Trustee or Trust Collateral Agent, as the case may be, in accordance with the provisions of this Indenture, the other Basic Documents any Series Supplement and any Series Related Documents. The Trustee or Trust Collateral Agent, as the case may be, is authorized to take such action on its behalf, and to exercise such rights, remedies, powers and privileges with respect to each such Series Trust Estate, as the Series Secured Parties may direct and as are specifically authorized to be exercised by the Trustee or Trust Collateral Agent, as the case may be, by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee or Trust Collateral Agent, as applicable, shall act upon and in compliance with the written instructions of the Series Secured Parties delivered pursuant to this Indenture or the related Series Supplement promptly following receipt of such written instructions; provided that the Trustee or Trust Collateral Agent, as applicable, shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or the related Series Supplement or (ii) for which the Trustee or Trust Collateral Agent, as applicable, has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trustee or Trust ateral Agent, as applicable, of its express duties hereunder, except where this Indenture or the related Series Supplement provides that the Trustee or Trust Collateral Agent, as applicable, is permitted to act only following and in accordance with such instructions. Performance of Duties. The Trust Collateral Agent, if any, shall have no duties or responsibilities except those expressly set forth in this Indenture, the other B...

Appointment and Powers. 31 8.02. Limitation on Agent's Liability ................................. 31 8.03. Defaults ........................................................ 32 8.04. Rights as a Bank ................................................ 32 8.05. Indemnification ................................................. 32 8.06. Non Reliance on Agent and Other Banks ........................... 32 8.07. Execution of Security Agreement by Agent ........................ 33 8.08. Resignation of the Agent ........................................ 33 ARTICLE 9 MISCELLANEOUS

Appointment and Powers. 64 SECTION 8.17 Performance of Duties...................................................................... 64 SECTION 8.18 [Control by the Insurer.................................................................... 65 ARTICLE IX COVENANTS............................................................................................ 65

Appointment and Powers. Each Lender hereby and by acceptance of an Equipment Note irrevocably appoints, designates and authorizes The Royal Bank of Scotland plc New York Branch as Security Agent under this Agreement and under each other Operative Agreement, irrevocably appoints The Royal Bank of Scotland plc New York Branch as a “secured party” and “representative” of the Lenders within the meaning of Section 9-102 of the UCC and irrevocably authorizes Security Agent to take such action on its behalf under the provisions of this Agreement and each other Operative Agreements and to exercise the powers and perform the duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Security Agent hereby accepts such appointments, designations and authorizations. Further, each Lender hereby and by the acceptance of an Equipment Note authorizes The Royal Bank of Scotland plc New York Branch (and its successors and assigns as secured party) to act as its “representative” and “secured party” on its behalf under the terms of any Related Mortgage under which such Lender holds secured obligations thereunder. Notwithstanding any provision to the contrary contained in this Agreement or in any other Operative Agreement, Security Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Operative Agreements, nor shall Security Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Security Agent.