Agent Agreement. The Agent agrees that it will indemnify and hold the Bank harmless from any and all loss, liability, expense or damage that the Bank may incur in processing lockbox items in accordance with this Agreement, including, without limitation, any loss that the Bank experiences as a result of returned items to the extent the balances in the Depository Account referenced in paragraph 4 are insufficient to cover such losses or in the event the balances in such Depository Account are insufficient to cover the Bank charges referenced in paragraph 8.
Agent Agreement. (a) The Issuer shall, in accordance with the Agent Agreement:
(i) pay fees to the Agent;
(ii) indemnify the Agent for costs, losses and liabilities;
(iii) furnish to the Agent all information reasonably requested by or otherwise required to be delivered to the Agent; and
(iv) not act in a way which would give the Agent a legal or contractual right to terminate the Agent Agreement.
(b) The Issuer and the Agent shall not agree to amend any provisions of the Agent Agreement without the prior consent of the Holders if the amendment would be detrimental to the interests of the Holders.
Agent Agreement. Each Limited Partner agrees that the agreement designating the Equity Administrative Agent shall provide, among other things, that neither Equity Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted by it or them under or in connection with any Operative Document, except for its or their own gross negligence or willful misconduct and, without limitation of the generality of the foregoing, Equity Administrative Agent (i) may consult with legal counsel (including counsel for Lessee), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted in good faith by it in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to Limited Partners and shall not be responsible to any Limited Partner for any statements, warranties or representations made in or in connection with any Operative Document, (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Operative Document on the part of Partnership or to inspect the property (including the books and records) of Lessee, General Partner or Partnership, (iv) shall not be responsible to any Limited Partner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document or any other instrument or document furnished pursuant thereto, and (v) shall incur no liability under or in respect of any Operative Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by fax, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties (including, but not limited to any notice, consent, certification, other instrument or writing from Limited Partners).
Agent Agreement. Dear D. Xxx Xxxxxxxx: This Placement Agent Agreement (this “Agreement”) sets forth the terms under which Entoro Securities, LLC, a FINRA and SEC registered broker-dealer (“we” or “Placement Agent”), is being engaged to act as the exclusive and managing broker dealer for Zephyr Group, Inc. (“you” or the “Issuer” and, together with Placement Agent, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Issuer of its securities (the “Securities”) which Securities may be convertible preferred stock, common stock, convertible debt or other securities and may be in the form of units that include warrants in each case as determined by the Issuer after consultation with Placement Agent. The terms of our engagement are as follows:
Agent Agreement. The Parent, IBI Trust Management Ltd. and the Stockholder Representative shall have executed the Agent Agreement.
Agent Agreement. The Agent Agreement attached hereto as ---------------- Exhibit A is the exclusive agreement under which the Company performs sales and --------- marketing activities. The Agent Agreement is in full force and effect, and has not been amended or modified other than as set forth in Exhibit A. Neither party --------- to the Agent Agreement is in breach of the agreement as of the Closing Date.
Agent Agreement. Upon acceptance, the Education Agent will enter into a written agreement with the College (CORP095F Education Agent Agreement) specifying the responsibilities of the Education Agent and the College and the need to comply with the requirements as specified in The National Code of Practice for Providers of Education and Training to Overseas Students 2018; the Education Service for Overseas Student Act 2000; and the Migration Act 1958. The Education Agent’s details will be entered into and maintained in PRISMS. Further to this, the CORP095F Education Agent Agreement will also specify the following: • The College’s processes for monitoring the activities of the Education Agent in representing the College, and ensuring the Education Agent is giving students accurate and up-to-date information on the College’s services; • Any corrective action, including termination, that may be taken by the College if the Education Agent does not comply with its obligations as stated in the CORP095F Education Agent Agreement; • The circumstances under which information about the Education Agent may be disclosed by the College and the Commonwealth or state or territory agencies; • The Education Agent’s responsibility to avoid conflicts of interests; • The Education Agent’s responsibility to observe appropriate levels of confidentiality and transparency in dealing with overseas students or intending overseas students; • The Education Agent’s requirement to act honestly and in good faith, and in the best interests of the student; • The Education Agent’s requirement to have appropriate knowledge and understanding of the international education system in Australia, including the Australian International Education and Training Agent Code of Ethics xxxxx://xxxxxxxxxxxxxxxxxxxxxx.xxx.xx/Xxxx/Xxxxxx- News/Documents/Australian%20International%20Education%20and%20Training%2 0-%20Agent%20Code%20of%20Ethics.pdf accessed 31/7/2018; • The Education Agent’s requirement to have understanding that the College will take immediate corrective action if the College becomes aware that, or has reason to believe, the Education Agent or an employee or subcontractor of that education agent has not complied with the Education Agent’s responsibilities; The College will also ensure that the Education Agent has access to up-to-date and accurate marketing information as set out in The National Code of Practice for Providers of Education and Training to Overseas Students 2018. Please refer to the current terms...
Agent Agreement. Xxxxx Xxxxxx shall deliver to Buyer a FullNet Agent Agreement, a form of which is attached hereto as EXHIBIT "C".
