Agent and Purchasers Sample Clauses

Agent and Purchasers. DEERFIELD PRIVATE DESIGN FUND III, L.P., as Collateral Agent and a Purchaser By: Deerfield Mgmt III, L.P. General Partner By: X.X. Xxxxx Capital III, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory DEERFIELD PARTNERS, L.P., as a Purchaser By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory DEERFIELD INTERNATIONAL MASTER FUND, L.P., as a Purchaser By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory DEERFIELD SPECIAL SITUATIONS FUND, L.P., as a Purchaser By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory DEERFIELD PRIVATE DESIGN FUND II, L.P., as a Purchaser By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P., as a Purchaser By: Deerfield Mgmt, L.P. General Partner By: X.X. Xxxxx Capital, LLC General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory INTELIGO, as a Purchaser By: /s/ Xxxxxx Xxxxxxx C. / /s/ Xxxxx Xxxxxx G. Name: Xxxxxx Xxxxxxx C. / Xxxxx Xxxxxx G. Title: SVP / AVP PHEMUS CORPORATION, as a Purchaser By: /s/ Xxxxxxxxxx Xxxxx Name: Xxxxxxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory TAO FINANCE 3, LLC, as a Purchaser By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, as a Purchaser By: Pharmakon Advisors, LP, its Investment Manager By: Pharmakon Management I, LLC, its General Partner By: /s/ Xxxxx Xxxxxxxx xx Xxxxx Name: Xxxxx Xxxxxxxx xx Xxxxx Title: Managing Member Annex A TRADEMARKS AND TRADEMARK APPLICATIONS Xxxx Country Owner Application No. Filing Date Registration No. Registration Date Status U.S. Depo NF Sub, LLC 87/085,846 June 28, 2016 5133557 Jan. 31, 2017 Registered U.S. Depo NF Sub, LLC 87/085,841 June 28, 0000 Xxxxxxx X.X. Depomed, Inc. 86/875,330 January 14, 0000 Xxxxxxx X.X. Depomed, Inc. 86/982,952 January 14, 0000 Xxxxxxx X.X. Depomed, Inc. 86/937,116 March 11, 2016 Pending PATENTS AND PATENT APPLICATIONS Title Patent No. Issue Date Application No. Filing Date Owner St...
Sample 1
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Agent and Purchasers. The Loan Parties shall not have any action against the Agent or the Purchaser for any damages whatsoever arising out of the payment or collection of any amounts in excess of the amounts permitted by the Criminal Code (Canada) or other applicable law.
Sample 1
Agent and Purchasers. BIA DIGITAL PARTNERS SBIC II LP, as Agent and as a Purchaser By: BIA Digital Partners II LLC Its: General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Principal PLEXUS FUND II, L.P., as a Purchaser By: Plexus Fund II GP, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X Xxxxxx, Xx. Title: Manager BNY MELLON-ALCENTRA MEZZANINE III, L.P., as a Purchaser By: BNY Mellon-Alcentra Mezzanine III (GP), L.P. Its: General Partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director
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Agent and Purchasers. LD STRATEGIC CAPITAL DEBTCO, LLC, as Agent and as a Purchaser By: /s/ Txxxx X. Xxxxxx Name: Txxxx X. Xxxxxx Title: CFO and Treasurer ASPIRE CAPITAL GROUP, LLC, as a Purchaser By: /s/ Sxxxx Xxxxx Name: Sxxxx Xxxxx Title: Managing Director ANNEX I Senior Secured Note Amounts and Pro Rata Shares Purchaser Senior Secured Note Amount Pro Rata Share LD STRATEGIC CAPITAL DEBTCO, LLC $ 15,000,000 83.33 % ASPIRE CAPITAL GROUP, LLC $ 3,000,000 16.67 % TOTAL $ 18,000,000 100.00 %
Sample 1
Agent and Purchasers. BIA DIGITAL PARTNERS SBIC II LP, as Agent and as a Purchaser By: BIA Digital Partners II LLC Its: General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Principal PLEXUS FUND II, L.P., as a Purchaser By: BIA Digital Partners II LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Manager PLEXUS FUND III, L.P., as a Purchaser By: Plexus Fund III GP, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Manager PLEXUS FUND QP III, L.P., as a Purchaser By: Plexus Fund III GP, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Manager BNY MELLON-ALCENTRA MEZZANINE III, L.P., as a Purchaser By: BNY Mellon-Alcentra Mezzanine III (GP), L.P. Its: General Partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director
Sample 1
Agent and Purchasers. No modification or amendment of any provision of this Guaranty shall be effective against any party hereto unless in writing and signed by a duly authorized officer of such party. This Guaranty, together with the other Transaction Documents, supersedes all other prior oral or written agreements between each Purchaser, the Guarantors, the Agent, their Affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Guaranty, together with the other Transaction Documents and the other instruments referenced herein and therein, contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither any Guarantor, the Agent nor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. As of the date of this Guaranty, there are no unwritten agreements between the parties with respect to the matters discussed herein. No provision of this Guaranty may be amended, modified or supplemented other than by an instrument in writing signed by the parties hereto.
Sample 1
Agent and Purchasers. POLYFORM STRATEGIC CAPITAL DEBTCO, LLC, as Agent, Collateral Agent and as a Purchaser By: /s/Txxxx X. Xxxxxx Name: Txxxx X. Xxxxxx Title: CFO and Treasurer ANNEX I Senior Secured Note Amounts and Pro Rata Shares Purchaser Senior Secured Note Amount Pro Rata Share Polyform Strategic Capital Debtco, LLC $ 15,700,000 100.00 % TOTAL $ 15,700,000 100.00 %
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Agent and Purchasers 
Sample 1

Related to Agent and Purchasers

  • The Agent and the Lenders 11.01 Decision-Making

  • Non-Reliance on Agent and Other Purchasers Each Purchaser expressly acknowledges that neither the Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including, without limitation, any review of the affairs of any Seller Party, shall be deemed to constitute any representation or warranty by the Agent. Each Purchaser represents and warrants to the Agent that it has and will, independently and without reliance upon the Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of Seller and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.

  • Reliance by Agent and Lenders The Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Loan Parties. All telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording.

  • Placement Agent’s Fees Except as set forth on Schedule 2.12, no brokerage or finder’s fee or commission are or will be payable to any Person with respect to the transactions contemplated by this Agreement based upon arrangements made by the Company or any of its affiliates. The Company agrees that it shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Purchaser) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any claim for any such fees or commissions.

  • Placement Agents The Purchaser will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer have any obligation to make a market in the Subordinated Notes.

  • Placement Agent’s Fee The Company shall pay to Rodman a cash placement fee (the “Placement Agent’s Fee”) equal to 7% of the aggregate purchase price paid by each purchaser of Securities that are placed in the Offering. The Placement Agent’s Fee shall be paid at the closing of the Offering (the “Closing”) from the gross proceeds of the Securities sold.

  • Successor Agent and Co Agents 12.8.1. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and Borrowers. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint a successor Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $200,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrowers (and for purposes hereof, any successor to Bank shall be deemed acceptable to Borrowers). Upon the acceptance by a successor Agent of an appointment to serve as an Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent without further act, deed or conveyance, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 12 (including the provisions of Section 12.6 hereof) shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Notwithstanding anything to the contrary contained in this Agreement, any successor by merger or acquisition of the stock or assets of Bank shall continue to be Agent hereunder unless such successor shall resign in accordance with the provisions hereof.

  • Non-Reliance on Administrative Agent and Other Parties Each Credit Party expressly acknowledges that neither the Administrative Agent nor any of its directors, officers, agents or employees has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each Credit Party represents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent or any other Credit Party and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower, each Originator, the Performance Guarantor or the Servicer and the Pool Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items expressly required to be delivered under any Transaction Document by the Administrative Agent to any Credit Party, the Administrative Agent shall not have any duty or responsibility to provide any Credit Party with any information concerning the Borrower, any Originator, the Performance Guarantor or the Servicer that comes into the possession of the Administrative Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

  • The Administrative Agent and the Collateral Agent Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. The Lenders acknowledge and agree that the Administrative Agent shall also act, subject to and in accordance with the terms of the Intercreditor Agreement, as the administrative agent and collateral agent for the lenders under the Second Lien Term Loan Agreement. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Holdings, the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities as well as activities as Agent. Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed), unless a default of payment or bankruptcy is continuing, in which case no such consent shall be required, to appoint a successor, which shall be a bank with an office in the United States or an Affiliate of such bank with an office in the United States. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (including, for greater certainty, due to the failure of the Borrower to consent to such appointment), then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

  • AGENTS AND LENDERS rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Agent or any Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.

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