Duties; Delegation Clause Samples
The "Duties; Delegation" clause defines the responsibilities each party has under the agreement and addresses whether those duties can be assigned or delegated to others. Typically, this clause specifies that a party must personally fulfill its obligations unless it receives prior written consent to delegate them to a third party. For example, a service provider may not subcontract its work without the client's approval. The core function of this clause is to ensure that contractual obligations are performed by the parties originally intended, thereby maintaining accountability and control over the quality and execution of the agreement.
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Duties; Delegation. The duties of Agent shall be ministerial and administrative in nature and Agent shall not have any duties or obligations except those expressly set forth in this Agreement or the other Loan Documents. Agent shall not have a fiduciary relationship with any Bank or other Person, by reason of this Agreement or any other Loan Document or any transaction relating hereto or thereto, regardless of whether a Default or Event of Default exists. The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by the Majority Banks in accordance with this Agreement. Agent may perform its duties through agents and employees and may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by any Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees, or Agent Professionals selected by it with reasonable care.
Duties; Delegation. The only duties and obligations of the Collateral Agent are those set forth in this Collateral Agency and Intercreditor Agreement and in the Security Documents. In the event of a conflict between this Collateral Agency and Intercreditor Agreement and any provision of a Security Document, this Collateral Agency and Intercreditor Agreement shall control. The Collateral Agent may exercise its powers and perform any of its duties under this Collateral Agency and Intercreditor Agreement and the Security Documents by or through employees, agents or attorneys and shall be entitled to take and to rely on an opinion of counsel or advice of counsel concerning all matters pertaining to such powers and duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any of any agents or attorneys selected by it with reasonable care. The Collateral Agent may use the services of such Persons as the Collateral Agent in its sole discretion may determine, and all reasonable fees and expenses of such persons shall be borne by the Borrower.
Duties; Delegation. The duties of Administrative Agent shall be ministerial and administrative in nature, and Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement or the other Loan Documents. Administrative Agent shall not have a fiduciary relationship with any Lender, LC Issuer, Secured Party, Participant or other Person, whether by reason of this Agreement or any other Loan Document or any transaction relating hereto or thereto or otherwise, and regardless of whether a Default or Event of Default exists. The conferral upon Administrative Agent of any right shall not imply a duty on Administrative Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement. Administrative Agent may perform its duties through agents, employees and other Related Parties and may consult with and employ Administrative Agent Professionals and shall be entitled to act upon (or refrain from acting), and shall be fully protected in any action taken (or omitted to be taken) in good faith reliance upon, any advice given by any Administrative Agent Professional. Administrative Agent shall not be responsible for the negligence or misconduct of any agents, employees, other Related Parties or Administrative Agent Professionals selected by it. Except as otherwise may be expressly set forth herein or in any of the other Loan Documents, Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Credit Party or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its agents, employees, other Related Parties or Administrative Agent Professionals in any capacity.
Duties; Delegation. The Managing Partner shall manage and control the Partnership, its business and affairs to the best of its abilities and shall use its best efforts to carry out the business of the Partnership. The Managing Partner shall not be required to devote any particular amount of time to the business of the Partnership, and may engage others to perform the actions required of it under the terms of this Agreement.
Duties; Delegation. The duties of Administrative Agent shall be ministerial and administrative in nature, and Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement or the other Loan Documents. Administrative Agent shall not have a fiduciary relationship with any Lender, LC Issuer, Secured Party, Participant or other Person, whether by reason of this Agreement or any other Loan Document or any transaction relating hereto or thereto or otherwise, and regardless whether a Default or Event of Default exists. The conferral upon Administrative Agent of any right shall not imply a duty on Administrative Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with and pursuant to this Agreement or any other Loan Document. Administrative Agent may perform its duties through agents, employees and other Related Parties and may consult with and