Instructions and Authorizations Sample Clauses

The "Instructions and Authorizations" clause defines the authority and procedures by which one party may direct or permit the other party to take certain actions under the agreement. Typically, this clause outlines how instructions must be communicated—such as in writing or through designated representatives—and may specify the scope of actions that can be authorized, like approving expenditures or operational decisions. Its core function is to ensure that both parties understand the process for giving and receiving directions, thereby reducing confusion and establishing clear lines of responsibility.
Instructions and Authorizations. 19.1 We may accept a third-party authorisation or a power of attorney authorising a person to open and/or operate your Account(s), which we have reasonable grounds to believe was signed by you. We are entitled to rely upon such a power of attorney or authorisation and we shall not be liable for, any legal deficiencies in respect of the contents or formalities of execution or the absence of notarization of the power of attorney. 19.2 You may request us to act upon written electronic instructions or telephone Instructions (or other means acceptable to us and we shall be entitled to treat such Instructions as fully authorised by and binding upon you. We shall be entitled to take such steps in reliance upon your electronic instructions or telephone Instructions as we may consider appropriate, , regardless of the nature of the transaction or arrangement or the amount of money involved. 19.3 We have the right, at our sole discretion, to process or refuse your electronic instructions or telephone Instructions, including without limitation, if we may incur a liability in carrying out your electronic instructions or telephone Instructions or any part thereof, or if the carrying out of your electronic instructions or telephone Instructions will result in a breach of any law or regulation or otherwise be prejudicial to our interests; or if we are prevented or delayed directly or indirectly from acting on your electronic instructions or telephone Instructions by reasons beyond our control. We may, at our discretion, decline to act upon your electronic instructions or telephone Instructions unless and until confirmation has been obtained from you, in a form and substance satisfactory to us. 19.4 We may monitor and record your telephone conversations with us and/or our agent or your electronic instructions or telephone Instructions. Such recordings shall be our sole property and will be considered valid and binding on you. Such recordings will be acceptable as evidence of such communications the resolution of any dispute or arbitration. 19.5 You authorize us to rely upon and act in accordance with your electronic instructions or telephone Instructions, without requiring us to ascertain the authority or identity of the person giving or purporting to give the instructions. 19.6 We, however, would require written instructions from you for the following actions:
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Instructions and Authorizations. The instruction and authorization letter (the Instruction Letter) a signed copy of which is attached hereto as Exhibit I.1.
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Related to Instructions and Authorizations

  • Filings and Authorizations (a) The Parties will, as promptly as practicable but in any event within 20 days of the date of this Agreement (unless otherwise mutually agreed), make, or cause to be made, all filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as currently conducted.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.