Responsibility of Securities Intermediary Sample Clauses

Responsibility of Securities Intermediary. Securities Intermediary shall have no responsibility or liability to Agent for (a) making trades of Collateral at the instruction of Company, or its authorized representatives, or (b) complying with entitlement orders concerning the Collateral from Company, or its authorized representatives, which are received by Securities Intermediary, in any such case, before Securities Intermediary receives a Notice of Exclusive Control. Securities Intermediary shall have no responsibility or liability to Company for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Collateral originated by Agent. Securities Intermediary shall have no duty to investigate or make any determination as to whether (a) the information contained in any certificate delivered by Company pursuant to the Security Agreement is correct or (b) the conditions for the issuance of a Notice of Exclusive Control or entitlement order contained in any agreement between Company and Agent have occurred. Neither this Agreement nor the Security Agreement imposes or creates any obligation or duty of Securities Intermediary other than those expressly set forth herein.
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Responsibility of Securities Intermediary. Securities Intermediary shall have no responsibility or liability to Grantor for complying with orders concerning the Securities Account originated by Secured Party. Securities Intermediary shall have no independent duty to investigate or make any determination as to whether Secured Party is entitled to give any orders under the Cash Collateral Agreement and shall comply with any orders given by Secured Party. Neither this Control Agreement nor the Cash Collateral Agreement imposes or creates any obligation or duty of Securities Intermediary other than those expressly set forth herein.
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Responsibility of Securities Intermediary. Except for advancing margin or other credit to Debtor in violation of Section 3 above, Securities Intermediary shall have no responsibility or liability to Secured Party for making trades of financial assets held in the Account at the instruction of Debtor, or its authorized representatives, or complying with entitlement orders in accordance with Section 4 above concerning the Account from Debtor, or its authorized representatives, which are received by Securities Intermediary before Securities Intermediary receives a Notice of Exclusive Control. Securities Intermediary shall have no responsibility or liability to Debtor for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Account originated by Secured Party. Securities Intermediary shall have no duty to investigate or make any determination as to whether the conditions for the issuance of a Notice of Exclusive Control contained in any agreement between Debtor and Secured Party have occurred. Neither this Agreement nor the Security Agreement imposes or creates any obligation or duty of Securities Intermediary other than those expressly set forth herein.
Sample 1
Responsibility of Securities Intermediary. Except for permitting a withdrawal or payment in violation of Section 2 above or advancing margin or other credit to Entitlement Holder in violation of Section 3 above, Securities Intermediary shall have no responsibility or liability to Creditor for making trades of financial assets held in the Securities Account at the instruction of Entitlement Holder, or its authorized representatives, which are received by Securities Intermediary before Securities Intermediary receives a Notice of Exclusive Control. Securities Intermediary shall have no responsibility or liability to Entitlement Holder for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Securities Account originated by Creditor. Neither this Agreement nor the Security Agreement imposes or creates any obligation or duty of Securities Intermediary other than those expressly set forth herein.
Sample 1
Responsibility of Securities Intermediary. Except for advancing margin or other credit to Company in violation of Section 3 above, Securities Intermediary shall have no responsibility or liability to Trustee for making trades of financial assets held in the Account at the instruction of Company, or its authorized representatives, or complying with entitlement orders in accordance with Section 4 above concerning the Account from Company, or its authorized representatives, which are received by Securities Intermediary before Securities Intermediary receives a Notice of Exclusive Control. Securities Intermediary shall have no responsibility or liability to Company for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Account originated by Trustee. Securities Intermediary shall have no duty to investigate or make any determination as to whether the conditions for the issuance of a Notice of Exclusive Control contained in any agreement between Company and Trustee have occurred. Neither this Agreement nor the Security Agreement imposes or creates any obligation or duty of Securities Intermediary other than those expressly set forth herein.
Sample 1
Responsibility of Securities Intermediary. Securities Intermediary shall act in good faith and exercise all due care and diligence in (a) making trades of financial assets held in the Accounts at the entitlement order of Treasurer or Treasurer's authorized representatives , (b) complying with entitlement orders concerning the Accounts or the financial asset held therein provided such entitlement orders originate with Treasurer or Treasurer's authorized representatives, and (c) to the extent provided herein, allowing the substitution of financial assets held in the Accounts for substantially similar financial assets if such substitution is initiated prior to Securities Intermediary's actual receipt of a Notice of Cancellation. Further, Securities Intermediary shall act in good faith and use all due care and diligence when responding to all orders, directives and notices, including entitlement orders, transmitted by Treasurer or Treasurer's authorized representatives. As long as Securities Intermediary acts in good faith and with due care and diligence, Securities Intermediary shall have no liability to Treasurer or any third party for taking one or more of the above actions at the direction of Treasurer or Treasurer's authorized representatives.
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Responsibility of Securities Intermediary. Securities Intermediary shall have no responsibility or liability to Debtors for complying with entitlement orders concerning the Account originated by Texas Commerce or, after Securities Intermediary's receipt of what it believes to be a Texas Commerce Termination Notice, the Pension Fund. Neither this Agreement nor the Security Agreement imposes or creates any obligation or duty on Securities Intermediary other than those expressly set forth herein.
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Responsibility of Securities Intermediary. Securities Intermediary shall have no duties or obligations whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against Securities Intermediary. In particular, but without limiting the generality of this Section 14, Securities Intermediary shall have no responsibility to determine whether any security interest created in favor of Lender under the Loan and Pledge Agreement or otherwise is valid or enforceable or whether the value or type of the property in the Pledge Account constitutes adequate security under the Loan and Pledge Agreement or otherwise, or, if it does not constitute such adequate security, to take any action other than pursuant to instructions of Lender given in accordance with this Agreement, or to ensure compliance by Lender or Borrower with the Loan and Pledge Agreement or any law or regulation regarding the establishment or maintenance of margin credit, or to independently verify the truthfulness of any notice given to Securities Intermediary by Lender or Borrower under this Agreement.
Sample 1
Responsibility of Securities Intermediary. Except for advancing margin or other credit to Debtor in violation of Section 3 above, Securities Intermediary shall have no responsibility or liability to [US/Canadian] Collateral Agent for making trades of financial assets held in the Account at the instruction of Debtor, or its authorized representatives, or complying with entitlement orders in accordance with Section 4 above concerning the Account from Debtor, or its authorized representatives, which are received by Securities Intermediary before Securities Intermediary receives a Notice of Exclusive Control. Securities Intermediary shall have no responsibility or liability to Debtor for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Account originated by [US/Canadian] Collateral Agent. Securities Intermediary shall have no duty to investigate or make any determination as to whether the conditions for the issuance or withdrawal of a Notice of Exclusive Control contained in any agreement between Debtor and [US/Canadian] Collateral Agent have occurred. Neither this Agreement nor the Security Agreement imposes or creates any obligation or duty of Securities Intermediary other than those expressly set forth herein.
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Related to Responsibility of Securities Intermediary

  • Securities Intermediary The Securities Intermediary, in acting under this Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded to U.S. Bank Trust Company, National Association, in its capacity as Indenture Trustee under this Indenture.

  • Perfection of Transfer and Protection of Security Interests Section 4.01. Custody of Contracts.....................................................................53 Section 4.02. Filing...................................................................................53 Section 4.03. Name Change or Relocation................................................................54 Section 4.04. Chief Executive Office...................................................................54 Section 4.05.

  • Securityholders Authorize Trustee to Effectuate Subordination of Securities Each Holder of Securities by its acceptance of them authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Debt and the Holders of Securities, the subordination provided in this Article Ten, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of credits or otherwise) tending towards liquidation of the business and assets of the Company, the filing of a claim for the unpaid balance of its Securities and accrued interest in the form required in those proceedings. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Debt or their Representative are or is hereby authorized to have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders of said Securities. Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Debt or their Representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt or their Representative to vote in respect of the claim of any Holder in any such proceeding.

  • Termination of Security Interests Upon the payment in full of the Obligations and satisfaction of all Borrower’s obligations under this Agreement and the other Loan Documents, and if Lender has no further obligations under its Commitment, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Borrower. Upon any such termination, the Lender shall, at Borrower’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination.

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

  • Maintenance of Security Interests in Vehicles (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust.

  • Perfection of Security Interests (a) Each Borrower and Guarantor irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming Agent or its designee as the secured party and such Borrower or Guarantor as debtor, as Agent may require, and including any other information with respect to such Borrower or Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Agent may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower and Guarantor hereby ratifies and approves all financing statements naming Agent or its designee as secured party and such Borrower or Guarantor, as the case may be, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Agent prior to the date hereof and ratifies and confirms the authorization of Agent to file such financing statements (and amendments, if any). Each Borrower and Guarantor hereby authorizes Agent to adopt on behalf of such Borrower and Guarantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Agent or its designee as the secured party and any Borrower or Guarantor as debtor includes assets and properties of such Borrower or Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by such Borrower or Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall any Borrower or Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Agent or its designee as secured party and such Borrower or Guarantor as debtor.

  • Perfection of Security Interest Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

  • Proof of Execution of Instruments and of Holding of Securities Subject to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his agent or proxy may be proved in the following manner:

  • Trustee Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

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