Scope of Agency Clause Samples
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Scope of Agency. (a) Transfer Agent shall act solely as agent for Fund under this Agreement and owes no duties hereunder to any other person. Transfer Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Transfer Agent.
(b) Transfer Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance upon, (i) any communication from Fund, any predecessor transfer agent or co-transfer agent or any registrar (other than Agent), predecessor registrar or co-registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed in good faith by Transfer Agent to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (iv) any instructions received through Direct Registration System/Profile. In addition, Transfer Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order.
(c) From time to time, Fund may provide Transfer Agent with instructions concerning the Services. Further, Transfer Agent may apply to any Authorized Person for instruction, and may consult with legal counsel for Agent or Fund with respect to any matter arising in connection with the Services. Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnified by Fund under Section 9.2 of this Agreement for any action taken or omitted by Transfer Agent in good faith reliance upon any Fund instructions or upon the advice or opinion of such counsel. Fund shall promptly provide Transfer Agent with an updated board resolution and/or certificate of incumbency regarding any change of authority for any Authorized Person. Transfer Agent shall not be held to have notice of any change of authority of any Authorized Person, until receipt of written notice thereof from Fund.
Scope of Agency. (a) Mellon shall act solely as agent for Clients under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon.
(b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer it deems improper.
(c) Mellon may consult with counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section.
(e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys.
(f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.
Scope of Agency. In the performance of its duties hereunder, the Agent shall have full power and authority to take any and all actions for purposes of selling, including the offer and sale of Notes, and servicing, including the servicing and administration of the Notes, in each case, under the Renewable Note Program that the Agent, in its discretion, deems necessary or appropriate, subject in all respects to compliance and conformity with Accepted Note Practices and Governmental Rules and the Prospectus. Such discretion shall include, without limitation, the right to accept or reject Subscription Agreements, waive or reduce early repurchase penalties when appropriate, change interest payment dates, enforce early repurchase penalties and allow prepayment of Notes, with or without penalty, subject, in each case to such limitations or conditions as may be provided in the Indenture. Notwithstanding the foregoing, the Agent’s authority to take any action on the Company’s behalf, other than the rejection of Subscription Agreements, which has an immediately discernable, direct, financial impact of $500 or more shall be subject to receiving the prior written consent of the Company. In the performance of its duties hereunder, the Agent shall (i) act as the agent of the Company in connection with the Renewable Note Program; (ii) hold, in trust and as custodian, all Subscription Agreements, notices or other documents received by it in connection with the Renewable Note Program for the sole and exclusive use and benefit of the Company; and (iii) make dispositions of the items in clause (ii) only in accordance with this Agreement, the Indenture or at the written direction of the Company. Except as set forth herein with respect to the Renewable Note Program, the Agent shall have no authority, express or implied, to act in any manner or by any means for or on behalf of the Company.
Scope of Agency. The Company hereby agrees to limit its activities as agent for the Agency under the authority of the Resolution to acts reasonably related to the acquisition, construction and equipping of the Project. The right of the Company to act as agent of the Agency shall expire on February 28, 2018, unless extended as contemplated by the Resolution.
Scope of Agency. (a) Transfer Agent shall act solely as agent for each Fund under this Agreement and owes no duties hereunder to any other person. Transfer Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement under Transfer Agent.
(b) Transfer Agent may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any communication from Fund, any predecessor transfer agent or co-transfer agent or any registrar (other than Transfer Agent), predecessor registrar or co-registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed by Transfer Agent in good faith to be genuine and to have been signed or given by the proper parties; (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (iv) any instructions received through Direct Registration System/Profile. In addition, Transfer Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order.
Scope of Agency. The Company hereby agrees to limit its activities as agent for the Agency under the authority of the Approving Resolution to acquisition, construction and installation of the Project Facility. The right of the Company to act as agent of the Agency shall expire on November 30, 2025 unless extended by a resolution adopted by the members of the Agency. The value of the sales and use tax exemption benefits shall not exceed the amounts described in the Application and as set forth in Section 4.01 and Section 4.04(b) hereof unless approved by a resolution adopted by the members of the Agency. All contracts entered into by the Company as agent for the Agency shall include the following language: “This contract is being entered into by QP2 Properties, LLC (the “Company” or the “Agent”), as agent for and on behalf of the Onondaga County Industrial Development Agency (the “Agency”), in connection with a certain project of the Agency for the benefit of the Agent consisting in part of the acquisition and installation of certain machinery, equipment and building materials, all for incorporation and installation in certain premises located on ▇▇▇▇▇ ▇▇▇▇ Boulevard (tax map no. 045.-01-02.1) in the Town of Clay, Onondaga County, New York (the “Premises”). The machinery, equipment and building materials to be incorporated and installed in the Premises shall be exempt from the sales and use taxes levied by the State of New York if the acquisition thereof is effected in accordance with the terms and conditions set forth in the Project Agreement dated as of November 1, 2023 by and between the Agency and the Company (the “Project Agreement”), and the Agent hereby represents that this contract is in compliance with the terms of the Project Agreement. This contract is non-recourse to the Agency, and the Agency shall not be directly, indirectly or contingently liable or obligated hereunder in any manner or to any extent whatsoever. By execution or acceptance of this contract, the vendor/contractor hereby acknowledges and agrees to the terms and conditions set forth is this paragraph.”
Scope of Agency. Artist appoints the Gallery to act as Artist’s non-exclusive agent for the exhibition and sales of works of art (hereinafter referred to as "Artworks"). Artist shall be free to exhibit anywhere and sell any work not consigned to Gallery under this contract.
Scope of Agency. (a) ▇▇▇▇▇ ▇▇ shall act solely as agent for Issuer under this Agreement and owes no duties hereunder to any other person. ▇▇▇▇▇ ▇▇ undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against ▇▇▇▇▇ ▇▇.
(b) ▇▇▇▇▇ ▇▇ may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any communication from Issuer or its authorized agents or broker-dealers, or (ii) any written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by ▇▇▇▇▇ ▇▇ to be genuine and to have been signed or given by the proper party or parties. In addition, ▇▇▇▇▇ ▇▇ is authorized to refuse to make any transfer that it determines in good faith not to be in good order.
(c) In connection with any question of law arising in the course of ▇▇▇▇▇ ▇▇ performing its duties hereunder, ▇▇▇▇▇ ▇▇ may consult with legal counsel whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by ▇▇▇▇▇ ▇▇ hereunder in good faith and in reasonable reliance thereon.
(d) ▇▇▇▇▇ ▇▇ may engage sub-agents or professional service providers to perform any of the Services.
(e) Each Party will (directly or through its Affiliates or designated contractors provided however that delegation of any duty or obligation shall not relieve the Party of such duty or obligation) perform its duties and obligations in relation to such exhibits in a timely and professional manner consistent with industry standards.
Scope of Agency. (a) Agent shall act solely as agent for Company under this Agreement and owes no duties hereunder to any other person. Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Agent. Agent is engaged in an independent business and will perform its obligations under this Agreement as an agent of Company for the purposes of the Services to be furnished hereunder.
(b) Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance upon: (i) any communication from Company, any predecessor transfer agent or co-transfer agent or any registrar (other than Agent), predecessor registrar or co-registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed in good faith by Agent to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (iv) any instructions received through Direct Registration System/Profile. In addition, Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order.
(c) From time to time, Company may provide Agent with instructions concerning the Services. Further, Agent may apply to any Authorized Person for instruction, and may consult with legal counsel for Company with respect to any matter arising in connection with the Services. Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company under Section 7.2 of this Agreement for any action taken or omitted by Agent in good faith reliance upon any Company instructions given by an Authorized Person or upon the advice or opinion of Company counsel. Company shall promptly provide Agent with an updated board resolution and/or certificate of incumbency regarding any change of authority for any Authorized Person. Agent shall not be held to have notice of any change of authority of any Authorized Person, until receipt of written notice thereof from Company.
Scope of Agency. To the extent that the Retailer, in issuing bills to customers, acts as the Distributor’s agent for GST purposes:
(a) the Retailer must take all reasonable steps to ensure that acts done on behalf of the Distributor comply with the Distributor’s obligations to customers under the GST law, and in particular that any ▇▇▇▇ issued to a customer is issued in the form and manner required by the GST law for a Tax Invoice or, as applicable, an Adjustment Note;
(b) the Retailer is entitled to assume that any amount stipulated in the Distributor’s statement of charges in respect of a customer is the full amount chargeable by the Distributor (including any amount which the Distributor includes in its charges to cover GST obligations); and
(c) the Distributor must do all acts and execute all documents which are reasonably necessary to be done in order to permit the Retailer to comply with its obligations under clause 23.923.9(a), and the Retailer must inform the Distributor of its requirement for such acts and documents.