AT ALL TIMES Sample Clauses

AT ALL TIMES. Such insurances as required by local legislation or by contract Directors' and Officers' Liability insurance Amended and Restated FMO Loan Agreement ANNEX C Page 1 of 1 [reserved] Amended and Restated FMO Loan Agreement SCHEDULE 1 Page 1 of 2 FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY (See Section 1.01 of the Loan Agreement) [Borrower's Letterhead] [Date] Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. Anna van Saksenlaan 71 2593 HW The Hague The Netherlands Attention: Latin America and Caribbean Department Ladies and Gentlemen: Certificate of Incumbency and Authority With reference to the Loan Agreement among GW Servicios, S.A. de C.V. (the "Borrower"), Compania de Ferrocarriles Chiapas-Mayab, S.A. de C.V. (the "Project Company") and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. ("FMO"), dated December 5, 2000, as amended and restated as of March 15, 2005 (the "Loan Agreement"), I, the undersigned [Chairman/Director] of [GW Servicios, S.A. de C.V., (the "Borrower")][Compania de Ferrocarriles Chiapas-Mayab, S.A. de C.V. (the "Project Company")], duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be, authorized:
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AT ALL TIMES a) Receive, take, endorse, assign, deliver, accept and deposit, in the name of Triumph or Client, any and all Proceeds of any Collateral securing the Obligations or the Proceeds thereof; (b) Take or bring, in the name of Triumph or Client, all steps, actions, suits or proceedings deemed by Triumph necessary or desirable to effect collection of or other realization upon Triumph’s Accounts; (c) File any claim in connection with any bond or any trust fund; (d) Pay any sums Triumph, in its sole and exclusive discretion, deems necessary including the discharge of any Security Interest, lien or encumbrance which may be senior to Triumph’s Security Interest in any assets of Client, which sums shall thereafter be included as Obligations hereunder; (c) File and enforce in the name of Client or Triumph, or both, a mechanics or any other form of lien or related notices, or claims under any payment bond, in connection with goods or services sold by Client; (f) Notify any Payor obligated with respect to any Account, that, inter a/ia, the Account has been assigned to Triumph by Client and that payment thereof is to be made to the order of and directly and solely to Triumph; (g) Communicate directly with Client’s Payors, regardless of whether any actual Obligation is due at the time of such communication, to verify the amount and validity of any Account created by Client; (h) Accept, endorse and deposit any checks tendered by an Account Debtor “in full payment” of its obligation to Client and Client shall not assert against Triumph any claim arising therefrom, irrespective of whether such action by Triumph effects an accord and satisfaction of Client’s claims, under §3-311 of the Uniform Commercial Code, or otherwise; (i) File, amend and correct any addresses with the proper federal, state and local authorities and (j) Affix an electronic version of the signature of Client to any notification of assignment or other communication sent by Triumph to an Account Debtor, the Internal Revenue Service or other governmental or regulatory agency.
AT ALL TIMES. ▪ the Attachments shall remain the property of the Licensee, and▪ the pole shall remain the property of the Owner, subject to 16.2 and 16.3.