AUTHORITY AND COMPENSATION OF REPRESENTATIVES Sample Clauses

AUTHORITY AND COMPENSATION OF REPRESENTATIVES. You authorize the Representatives on your behalf (a) to execute and deliver the Underwriting Agreement with the issuer, any Selling Securityholder and any guarantor of the Securities with such changes therein as in their judgment will not be materially adverse to the Underwriters (except as to the purchase price (unless the initial offering price is to be determined by Formula Pricing) and the amount of your Securities (except for increases in such amount permitted under Section 2 hereof)), (b) to execute and deliver any Inter-Syndicate Agreements with the representatives or managers of such other syndicate or syndicates (or a single underwriter), in the form which shall have been filed with, and shall be publicly available from, the Commission or any such other regulatory authority as we shall specify in the Invitation or that we shall send to you as soon as practicable (or make available for your review in our office), with such changes therein as in their judgment will not be materially adverse to the Underwriters, (c) to exercise all the authority and discretion vested in the Underwriters and in the Representatives by the provisions of the Underwriting Agreement and any Inter-Syndicate Agreements, (d) to take all such action as they in their discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement, of any Inter-Syndicate Agreement and of this Agreement, and the sale and distribution of the Securities, including the right to determine the terms of the proposed Offering, the concession to Selected Dealers (as hereinafter defined) and the reallowance, if any, to other dealers, the right to exercise any option in the Underwriting Agreement relating to the purchase of Additional Securities and the right to make any judgment relating to the satisfaction of the conditions to the obligations of the Underwriters under the Underwriting Agreement or any Inter-Syndicate Agreement, and (e) to determine all matters relating to the public advertisement of the Securities. You also authorize the Representatives on your behalf (a) to determine whether to purchase, and, if such determination is made, to purchase, any Other Securities for the account of the Underwriters pursuant to the terms of any Inter-Syndicate Agreement and (b) to determine whether to sell, and, if such determination is made, to sell, Securities for the account of the Underwriters pursuant to any Inter-Syndicate Agreement. Any Other Securities purch...
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AUTHORITY AND COMPENSATION OF REPRESENTATIVES. We hereby authorize you as our Representatives and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares, provided that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than 48 hours without the approval of a majority in interest of the Underwriters (including yourselves). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Shares (which shall not be substantially in excess of the number of shares included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least 24 hours prior to the commencement of the offering as our finalized underwriting obligation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.
Sample 1

Related to AUTHORITY AND COMPENSATION OF REPRESENTATIVES

  • Indemnification of Receiver and Corporation From and after Bank Closing, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any of the following:

  • COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE AND DELAWARE TRUSTEE 16 Section 7.1. Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. Termination of Trust Agreement and Issuer 18 ARTICLE IX SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES 19 Section 9.1. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 Section 9.2. Resignation or Removal of Owner Trustee 19 Section 9.3. Successor Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Section 10.1. Limitation on Rights of Others 22 Section 10.2. No Petition 22 Section 10.3. Limited Recourse 22 Section 10.4. Subordination 22 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 Section 11.1. Amendments 24 Section 11.2. Benefit of Agreement; Third-Party Beneficiaries 25 Section 11.3. Notices 25 Section 11.4. GOVERNING LAW 26 Section 11.5. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A Form of Certificate of Trust EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1, 2019 (this “Agreement”), among FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as Owner Trustee under this Agreement, and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2019-A.

  • COMPENSATION OF ULTIMUS The Trust, on behalf of each Fund, shall pay for the services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, Schedule B attached hereto, as such Schedule may be amended from time to time. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Ultimus’ compensation for the preceding month shall be made promptly.

  • Compensation of Trustees, Officers and Employees No Trustee, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such Trustee, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Trustees, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff.

  • Compensation and General Benefits As compensation for his services under this Agreement, the Executive shall be compensated as follows:

  • Indemnification of Trustees, Officers, etc Subject to the limitations, if applicable, hereinafter set forth in this Section 4, the Trust shall indemnify (from the assets of one or more Series to which the conduct in question relates) each of its Trustees, officers, employees and agents (including Persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter, together with such Person's heirs, executors, administrators or personal representative, referred to as a "Covered Person")) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust; or (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office; and (iii) for a criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful (the conduct described in (i), (ii) and (iii) being referred to hereafter as "Disabling Conduct"). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of the Trustees who are neither "interested persons" of the Trust as defined in the 1940 Act nor parties to the proceeding (the "Disinterested Trustees"), or (b) an independent legal counsel in a written opinion. Expenses, including accountants' and counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by one or more Series to which the conduct in question related in advance of the final disposition of any such action, suit or proceeding; provided that the Covered Person shall have undertaken to repay the amounts so paid to such Series if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII and (i) the Covered Person shall have provided security for such undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Trustees, or an independent legal counsel in a written opinion, shall have determined, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

  • Indemnification and Reimbursement of Payments on Behalf of Executive The Company, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

  • Compensation and Benefits by the Company As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Executive the following during the Term:

  • Compensation of Custodian The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian.

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