Agent Agreements. In consideration of Fannie Mae’s entering into this Agreement and providing the Fannie Mae Consent, Agent hereby acknowledges and agrees as follows:
1. The grant of the security interest in certain assets of WDLLC and WD Capital to Agent to secure W&D’s obligations under the New Term Facility and the pledge of certain equity interests in WDLLC and WD Capital to secure W&D’s obligations under the New Term Facility are each subject and subordinate to Fannie Mae’s rights under the Fannie Mae Contracts, including, without limitation, Fannie Mae’s right to consent to changes in the ownership of WDLLC or WD Capital, as applicable, and Fannie Mae’s right to terminate the Fannie Mae Contracts as set forth therein. Such termination rights of Fannie Mae shall include, without limitation, termination upon expiration of any Fannie Mae Disposition Period, and no termination fee shall be payable by Fannie Mae in connection with any such termination. The existence of any Fannie Mae Disposition Period shall be construed, for all purposes, as a material adverse change (or any other term(s) of similar import in the Fannie Mae Contracts) in WDLLC’s or WD Capital’s ability to satisfactorily service mortgages for all purposes or as set forth under any of the Fannie Mae Contracts.
2. Upon the execution and delivery of the Facility Documents (defined below) in connection with the establishment of the New Term Facility, Agent: (i) ratifies, confirms, and reaffirms in favor of Fannie Mae the Specified Fannie Mae Provisions; (ii) acknowledges and agrees that Loan Parties’ grant, and Agent’s acceptance, of the respective pledge and security interests in the Fannie Mae Walker & Dunlop, LLC, et al. December 20, 2013 Collateral and Specified Pledged Equity Interests is strictly in accordance with the Specified Fannie Mae Provisions; (iii) in exercising its rights, remedies, powers, privileges, and discretions under the Credit Agreement, the Guarantee and Collateral Agreement or any other Facility Document, Agent shall act in Compliance with Specified Fannie Mae Provisions; and (iv) without first obtaining Fannie Mae’s prior written consent, Agent shall not modify or permit modification of (a) any of the Specified Fannie Mae Provisions; or (b) any other provision in the Facility Documents that in any way would modify terms applicable to Fannie Mae or the Fannie Mae Collateral or the Specified Ownership Interest Pledge or the Fannie Mae Contracts or that could reasonably be expected to h...
Agent Agreements. Any and all agreements with any insurance broker, agent, Producing Agent, Brokering Agent or other entity (hereinafter collectively called the "Agent") shall be made directly between MGA and such Agent. Such agreements shall provide that with respect to any action taken or not taken by MGA in connection with a Policy(ies) or this Agreement, the Agent shall look solely to MGA for any and all expenses, costs, causes of action and damages suffered by the Agent. Nothing in this Section is intended to create a cause or claim against MGA that the Agent would not otherwise have against the Company.
Agent Agreements. From time to time, the Agent may enter into, execute and deliver agreements or instruments supplemental hereto with the Borrower for the purposes of: (i) adding to the provisions hereof such additional covenants and enforcement provisions as are, in the opinion of the Agent, necessary or desirable and not prejudicial to the interests of the Lenders; (ii) making such provisions not inconsistent with this Agreement as may be necessary or desirable and not prejudicial to the interests of the Lenders with respect to matters or questions arising hereunder; (iii) adding, altering or modifying the provisions hereof, including relieving the Borrower from any Obligations, conditions or restrictions herein contained provided such addition, alteration, modification or relief shall be operative or become effective only if, in the opinion of the Agent, such addition, alteration, modification or relief in no way prejudices any of the rights of the Lenders or the Agent (and the Agent may in its sole discretion decline to enter into any such addition, alteration, modification or relief which, in its opinion, may not afford adequate protection to it when same becomes operative); and (iv) for any other purpose not inconsistent with the terms of this Agreement, including, without limitation, the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein provided where, in the opinion of the Agent, the rights of the Agent and the Lenders are in no way prejudiced thereby.
Agent Agreements. Sellers are entering into an Agent Agreement with Trucking Purchaser contemporaneously with this Agreement, a copy of which is attached to this Agreement and incorporated into this Agreement as Schedule C (the “Trucking Agent Contract”). Sellers are also entering into an Agent Agreement with Freedom Freight Solutions, LLC, contemporaneously with this Agreement, a copy of which is attached to this Agreement and incorporated into this Agreement as Schedule D (the “Freedom Agent Contract”). As of the Effective Date, and upon entering into the Trucking Agent Contract and the Freedom Agent Contract, the Sellers will sell, transfer, convey, assign and deliver to the Purchaser all of the Sellers right, title and interest in and to the Customers and any Customer contract free and clear of all Liens. As an inducement and additional consideration for Sellers to enter into the Trucking Agent Contract and the Freedom Agent Contract, the Purchaser shall pay the Sellers two hundred thousand dollars ($200,000.00).
Agent Agreements. At the First Closing, each of RMarks, MMarks and RKohn (or their respective business Entities) shall each enter into an agent agreement with FANI and Network Billing Systems LLC d/b/a Fusion, substantially in the form attached hereto as Exhibit B.
Agent Agreements. Performer hereby agrees that during the term of this Agreement, should he/she choose to enter into a contract or agreement with an Agent or any other party who performs, or represents that it performs, services similar to those performed by an Agent, then Performer is solely responsible for and liable to said Agent for any payments or liabilities to said Agent and shall indemnify and hold Company harmless for any claims that may arise from Performer having entered into any agreements or contracts with any said Agents. Furthermore, Performer understands that the Company shall only become involved in said Agents' contracts or agreements at a time when it is directed by a Court of competent jurisdiction to withhold monies from Performer's compensation.
Agent Agreements. With respect to those agent agreements set forth on Schedule 5.09 (the "Agent Agreements"), Transferor shall terminate any and all agent compensation plans, commission plans and the like with respect to such Agent Agreements. Transferor shall be responsible for all commissions accrued or earned under the Agent Agreements with respect to products sold and services rendered prior to the Effective Date. Provided the agents identified in the Agent Agreements execute and deliver new agent agreements on Transferee's standard agent agreement forms, Transferee shall be responsible for all commissions accrued or earned under the Agent Agreements with respect to products sold or services rendered after the Effective Date. The foregoing notwithstanding, Transferee shall be responsible for any commissions paid pursuant to the terms of the Agent Agreements to an agent by Transferor and for any commissions owing to an agent under the Agent Agreements by Transferor provided that Transferee has received the revenue from which such commission are based.
Agent Agreements. On the date of the Closing, US WIRELESS shall enter employment agreements with the Members with terms to be negotiated prior or at closing of this Agreement.
Agent Agreements. On the date of the Closing, US WIRELESS shall enter agent agreements with Xx. Xxxx X. Dulworth and Xx. Xxxx X. Binkley with terms to be negotiated prior or at closing of this Agreement.