Acts and Decisions Sample Clauses

Acts and Decisions. Beginning on the Effective Date, and subject to the first sentence of Section 5.01, Seller agrees that it will act or refrain from acting in accordance with Participant’s written instructions (if timely given) in respect of any other request, act, decision or vote in connection with any Participation for which participants are entitled to vote pursuant to any Credit Agreement. Upon Seller’s receipt of notice of any vote or action in connection with each Participation for which Participant is entitled to vote as 7 provided above, Seller shall, subject to any confidentiality restriction contained in any Credit Agreement, use good faith efforts to give written notice thereof to Participant as promptly as reasonably possible; provided, however, Seller shall have no obligation or liability to Participant for Seller’s failure to deliver any of the foregoing. Neither Party is a trustee or agent of the Party, nor does either Party have fiduciary obligations to the other Party. Section 6.04.
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Acts and Decisions. Except as otherwise prohibited or restricted by the Loan Documents (and such prohibitions and restrictions are hereby incorporated by reference as if set forth herein) or applicable law, Participant agrees that, with regard to the Transferred Interest, Seller shall act or refrain from acting in respect of any request, act or decision under the Loan Documents (each an “Action”) in accordance with the directions, or pursuant to the consent of, the Required Participants. Participant acknowledges that it shall be bound by any such Actions of the Seller; provided, that any Action to (i) postpone any date fixed by any Loan Document for any payment of principal, interest, fees or other amounts due to the Seller with respect to the Seller’s Interest, (ii) reduce the principal of, or the rate of interest specified in any Loan Document with respect to any Loan, (iii) release or otherwise discharge of any security interest or lien granted to the Seller under the Loan Documents; (iv) release the Obligor or any other person now or hereafter liable for any of the Obligations, whether as co-makers, endorsers, guarantors, sureties, indemnitors or otherwise or (v) change the definition of “Required Participants” under any participation agreement with respect to the Loans so that it modifies the definition of such term herein as of the date of this Agreement, shall require the consent of all participants of all the Loans. 17.
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Acts and Decisions. (a) Seller shall pursue recoveries from PREPA in a commercially reasonable manner and in accordance with this Section 13. Without Purchaser’s consent, Xxxxxx agrees not to consent, agree, accept or consent to (a) allowance of the Claim in an amount lower than the Transferred Amount, or (b) any treatment in respect of the allowed portion of the Claim the net effect of which would result in payment other than in full in respect of the Transferred Amount. The Parties agree that, consistent with and subject to the provisions of this Section 13(a), Seller shall, (i) direct the prosecution and defense of any and all claims with respect to or arising under the Claim and/or the Transferred Rights; and (ii) direct the prosecution, defense, litigation, discovery, settlement or compromise of any motion, application or other pleading in the Proceedings to the extent related to or in any way directly or indirectly impacting the Claim and/or the Transferred Rights; provided that, Purchaser shall have the right, directly or through its agent (including the Collateral Agent) or other representative, to enforce the obligations of Debtor to pay any amounts due in respect of the Claim in accordance with the directions set forth in the PREPA Notices.
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Acts and Decisions. 8 3.2 Care......................................................................................................8 ARTICLE IV CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS..........................................................8 4.1
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Acts and Decisions. The business and affairs of the Partnership shall be managed and controlled solely and exclusively by the General Partner, who shall have all of the rights that may be possessed by a general partner pursuant to the Act and such rights and powers as are otherwise conferred by law or are necessary, advisable or convenient for the management of the business and affairs of the Partnership.
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Acts and Decisions. It is understood and agreed by the parties hereto that the Collateral Manager has been appointed to manage and monitor the Collateral Debt Obligations pursuant to the Warehouse Agreement and that the Collateral Manager is authorized to act on behalf of the Issuer for all purposes of this Participation Agreement, including the exercise of the Issuer’s rights described herein. With respect to each Collateral Debt Obligation, in the event that, in its capacity as collateral manager of such Collateral Debt Obligation and on behalf of the Issuer, the Collateral Manager receives any notice or other communication concerning any amendment, supplement, consent, waiver or other modification (howsoever documented) (any such item, a Communication) under or in respect of any Collateral Debt Obligation or any related document or makes any affirmative determination to exercise or refrain from exercising any rights or remedies in respect of a Collateral Debt Obligation, the Collateral Manager, on behalf of the Issuer, shall give prompt notice thereof to GSCP. In any such event and in the absence of (a) a Collateral Manager Event having occurred and be continuing and (b) a Material Adverse Change within the meaning of clause (b) of the definition set out in the Warehouse Agreement thereof having occurred and be continuing, the Collateral Manager on behalf of the Issuer shall, with respect to the Collateral Debt Obligation, exercise all voting and other powers of ownership relating to such Communication or the exercise of such rights or remedies as the Issuer shall deem appropriate under the circumstances; provided that, insofar as any such Communication is related to a Specified Matter the Collateral Manager, on behalf of the Issuer, shall exercise all voting and other powers of ownership relating to such Communication only with the prior written consent of GSCP, except to the extent that the grant by the Issuer to GSCP of such consent right would expressly violate a provision of the Collateral Debt Obligation or any related document prohibiting any such grant or expressly restricting the matters that may be the subject of any such right of a holder of a Participation Interest, in which event GSCP’s right to so consent shall not exist or be so limited, as applicable.
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Acts and Decisions. Until such time as Purchaser receives the Purchased Shares, if for any reason any Seller is entitled to exercise any voting and/or other rights and remedies with respect to the Purchased Shares, such Seller shall take (or refrain from taking) any action with respect to the Purchased Shares in accordance with the prior written instructions of Purchaser, except as prohibited under applicable law, rule or order.
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Acts and Decisions. Seller shall act as DLJ's agent and at DLJ's direction in DLJ's sole discretion and at DLJ's sole cost and expense, for all purposes under the Agreements, including, without limitation, for purposes of voting (to the extent permitted under the Agreements), distribution, and exercise of any rights under the Agreements including, without limitation, Seller's rights with respect to demand and other registration rights in respect of the resale by Seller on behalf of DLJ or directly by DLJ any securities to be issued in exchange for, or in payment of, the Note as directed by DLJ in writing. Without limiting the foregoing, DLJ, at its sole cost and expense, shall be entitled (i) to designate all attorneys to be retained by Seller (who shall be reasonably satisfactory to Seller) in connection with all matters relating to the Agreements including, without limitation, Seller's rights of enforcement thereunder and (ii) to direct all actions to be taken by such counsel, within the scope of its representation of Seller. DLJ shall have the exclusive right to direct the settlement of any litigation or restructuring affecting the Participation Interest. Notwithstanding the foregoing, DLJ, at its sole option, and at DLJ's sole cost and expense, may as Seller's agent or attorney-in-fact in Seller's name, as necessary or appropriate, take all actions it deems necessary to collect or enforce rights in respect of the Participation Interest and the Agreements and Seller shall execute any documents necessary so to authorize DLJ.
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Related to Acts and Decisions

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Decisions The General Assembly shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Executive Board shall also be considered and decided upon by the General Assembly. The following decisions shall be taken by the General Assembly: Content, finances and intellectual property rights - Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority - Changes to the Consortium Plan - Modifications to Attachment 1 (Background Included) - Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.2.2) - Additions to Attachment 4 (Identified Affiliated Entities)] Evolution of the consortium - Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party - Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal - Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement - Declaration of a Party to be a Defaulting Party The identification of the breach is a first step in accordance with the procedure in 4.2 before declaring a Party as a Defaulting Party. - Remedies to be performed by a Defaulting Party - Termination of a Defaulting Party’s participation in the consortium and measures relating thereto - Proposal to the Funding Authority for a change of the Coordinator - Proposal to the Funding Authority for suspension of all or part of the Project - Proposal to the Funding Authority for termination of the Project and the Consortium Agreement Appointments On the basis of the Grant Agreement, the appointment if necessary of: - Executive Board Members

  • Decisions and Determinations Any determination, decision or election that may be made by the Issuer pursuant to this Section 3.19(c) (or pursuant to any capitalized term used in this Section 3.19(c) or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Issuer's sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will become effective without consent from any other party. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any determination made by or on behalf of the Issuer pursuant to this Section 3.19(c) (or pursuant to any capitalized term used in this Section 3.19(c) or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.

  • Notices; Standards for Decisions and Determinations Agent will promptly notify Administrative Borrower and the Lenders of (1) the implementation of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Agent will notify Administrative Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.12(d)(iii)(D) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12(d)(iii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12(d)(iii).

  • Credit Decisions Each Lender acknowledges that it has, independently of the Administrative Agent and each other Lender, and based on such Lender’s review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

  • Intention of the Parties and Interpretation Each of the parties acknowledges and agrees that the purpose of Article XI of this Agreement is to facilitate compliance by the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply (to the extent practical from a timing and information systems perspective) with requests made by the Securities Administrator, the Master Servicer or the Depositor for delivery of additional or different information as the Securities Administrator, the Master Servicer or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

  • Binding Effect of Decisions The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement.

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • Claim Decision Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

  • Investment Decision The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

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