Notification and Action Clause Samples

Notification and Action. If, at any time, the Escrow Agent shall receive written instructions executed by the Purchaser and ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇. ▇▇▇ ▇▇▇▇▇ on behalf of the Sellers (which instructions may be executed in counterparts) directing it to make distributions out of the Escrow Amount, the Escrow Agent shall deliver the Escrow Amount, or a portion thereof, as directed in such instructions, as promptly as practicable after the Escrow Agent's receipt of such instructions.
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Notification and Action. The Escrow Agent shall not make any distributions of the Escrow Deposit except as specifically set forth below. The Escrow Agent shall distribute the Escrow Deposit as follows:
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Notification and Action. The parties will, in all cases to the greatest extent practicable, consult one another regarding investigations and supervisory actions involving the U.S. operations of a Foreign Banking Organization. The State Coordinator, in consultation with other state supervisors, the Responsible Reserve Bank and any other participating federal bank supervisory agency, will coordinate supervisory actions that are to be taken jointly by involved state supervisors against all offices of a Foreign Banking Organization operating in the United States. Actions affecting offices in only one state will continue to be the responsibility of the supervisor in that state. In all cases a state supervisor will notify the State Coordinator, which in turn will notify all other state supervisors, of any type of supervisory action taken against an office of a Foreign Banking Organization in that state. If possible, notification by the state supervisor will be given in advance of the supervisory action. Where possible, supervisory actions addressing violations of laws by all or some of the Foreign Banking Organization’s U.S. operations will be taken jointly by the State Coordinator and state supervisors in the affected states.
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Notification and Action. The Escrow Agent shall not make any distributions of the Deposit except as specifically set forth below. The Escrow Agent only shall make a distribution of the Deposit or a portion thereof if so instructed, upon the following: (a) receipt of written instructions signed jointly by Buyer and Sellers (the "JOINT INSTRUCTIONS") stating the following: (i) upon the Closing of the sale of the Assets as provided in the Agreement, that the Deposit be delivered to Sellers by federal funds wire transfers of immediately available funds in no event later than on the Closing Date; or (ii) if the Agreement is terminated pursuant to Section 10.01(a), (c), (d), (e) or (g) of the Agreement, that the Deposit be delivered to Buyer; or (iii) if the Agreement is terminated pursuant to Section 10.01(b) of the Agreement, that (A) Fifty Thousand Dollars ($50,000) of the Deposit be delivered to Buyer, and (B) the remaining Fifty Thousand Dollars ($50,000) of the Deposit be delivered to the Sellers; or (iv) if the agreement is terminated pursuant to Section 10.01(f), that the Deposit be delivered to the Sellers; In the case of Sections 2.1(a)(ii)-(iv), the Deposit, or a portion thereof, shall be delivered to the relevant party by federal funds wire transfers of immediately available funds in no event later than one (1) business day following the date of termination; or (b) receipt of an order of a court of competent jurisdiction directing the distribution of the Deposit or a portion thereof (a "COURT ORDER"). As promptly as practicable after receipt by the Escrow Agent of the Joint Instructions or the Court Order, the Escrow Agent shall deliver the Deposit, or any designated portion thereof, to the party or parties in the manner set forth in the Joint Instructions or the Court Order, as the case may be; PROVIDED, HOWEVER, that in all events, the Buyer and Sellers agree that solely Buyer shall receive any interest earned on the Deposit.
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Related to Notification and Action

  • Authorization and Action (a) Each Class Investor hereby appoints and authorizes the related Class Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to such Class Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Class Conduits and/or the Bank Investors of any Class holding Commitments aggregating in excess of 66 and 2/3% of the Facility Limit of the related Class (the “Majority Class Investors”) may direct their respective Class Agent to take any such incidental action hereunder, however, with respect to such actions which are incidental to the actions specifically delegated to such Class Agent hereunder, such Class Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Majority Class Investors; provided, however, that such Class Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of such Class Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose such Class Agent to liability hereunder or otherwise. In furtherance, and without limiting the generality, of the foregoing, each Class Investor hereby appoints its related Class Agent as its agent to execute and deliver all further instruments and documents, and take all further action that such Class Agent may deem necessary or appropriate or that a Class Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by such Class Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated herein above. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, no Class Agent shall take any action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the related Majority Class Investors (which consent shall not be unreasonably withheld or delayed). In the event a Class Agent requests a Class Investor’s consent pursuant to the foregoing provisions and such Class Agent does not receive a consent (either positive or negative) from such Class Investor within 10 Business Days of such Class Investor’s receipt of such request, then such Class Investor (and its percentage interest hereunder) shall be disregarded in determining whether such Class Agent shall have obtained sufficient consent hereunder. (b) The Class Agents shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

  • Cooperation and Access The Cooperative Member agrees that it will cooperate in compliance with any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves the right to audit the relevant records of any Cooperative Member. Any breach of this provision shall be considered material and shall make the Agreement subject to termination on ten (10) days written notice to the Cooperative Member.

  • Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

  • Quorum and Action (a) The Trustees shall set forth in the Bylaws the quorum required for the transaction of business by the Shareholders at a meeting, which quorum shall in no event be less than Shares representing thirty percent (30%) of the voting power of the Shares entitled to vote at such meeting. If a quorum is present when a duly called and held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum. (b) The Shareholders shall take action by the affirmative vote of the holders of Shares entitled to vote and representing a majority of votes cast at a meeting of Shareholders at which a quorum is present, except in the case of the election of Trustees which shall only require a plurality and except as may be otherwise required by applicable law or any provision of this Declaration or the Bylaws.

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.