Agent Covenants. The Agent will promptly:
(a) [deliver its pledged bond for cancellation upon payment by the Authority of the Termination Payment - NTD: revise as appropriate in light of actual financing arrangements];
(b) notify the Authority when it believes the Senior Debt Discharge Date will occur or has occurred, and in any event will so notify no later than 20 Business Days after its occurrence;
(c) a reasonable time prior to the taking of any such action, notify the Authority of any decision by the Senior Lenders to take action under Section ▼ [NTD: insert acceleration rights/enforcement of security/exercise of any LRA step-in/transfer
(d) unless notice is already provided under the above provisions, notify the Authority of any decision by the Senior Lenders to:
(1) appoint an Insolvency Officer;
(2) commence any Insolvency Proceedings;
(3) sanction, by voting or failing to vote, any Insolvency Proceedings; or
(4) take any action authorizing, or which might result in or is in furtherance of, any of the matters referred to in Sections (1), (2) or (3) above; and
(e) upon request by the Authority, cause all security on any real or personal property comprised in the Facility to be promptly discharged and released on the date requested by the Authority (which will be on or after the Termination Date).
Agent Covenants a. Agent shall endeavor to promote the business and interest of Master Agency and Insurer as contemplated by this Agreement and shall so conduct itself as not to adversely affect the business, good standing or reputation of Master Agency or Insurer or Insurer’s insurance-related affiliates.
b. During the term of this Agreement and for a period of two years following the termination of this Agreement, in accordance with Section 10, whether such termination is by Agent, Master Agency, or Insurer:
i. Agent, Sub-Agent, or their employees will not (x) solicit, recruit, hire, employ, engage or attempt to hire, employ or engage any person who is an employee of Master Agency or Insurer or any of their insurance-related affiliates, (y) assist any person or entity in the recruitment, hiring or engagement of any person who is an employee of Master Agency or Insurer, or any of their insurance related-affiliates, or (z) urge, induce, or seek to induce any person to terminate his/her employment or other relationship with Master Agency or insurer or any of their insurance-related affiliates. This subsection (i) will not apply if Agent, Sub- Agent or their employees is first contacted by an employee, independent contractor or independent agent of Master Agency or Insurer or any of their insurance-related affiliates without any prior solicitation or recruitment from Agent of any employee of Agent. Further, this subsection does not prohibit:
1. Soliciting employees through general job advertisements or similar notices that are not targeted specifically at the employees of Master Agency or Insurer or any of their insurance-related affiliates;
2. Engaging any recruiting firm or similar organization to identify or solicit person for employment on Agent’s behalf, or soliciting any employee who is identified by any such recruiting firm or organization, as long as such recruiting firm or organization is not instructed to target any employees of Master Agency or Insurer or any of their insurance-related affiliates; or
3. Soliciting or hiring employees whose employment has been terminated by Master Agency or Insurer and their respective insurance-related affiliates.
ii. Neither Agent, Sub-Agent, nor their employees may make disparaging or false statements regarding Master Agency or Insurer or their insurance-related affiliates to any individual or entity. The foregoing will not be violated by truthful statements in response to legal process, required governmental testimony or filin...
Agent Covenants. The Agent shall promptly notify the Province’s Representative when it believes the Senior Debt Discharge Date will occur.
Agent Covenants. The Agent will promptly:
(a) [deliver its pledged bond for cancellation upon payment by the Authority of the Termination Payment - NTD: revise as appropriate in light of actual financing arrangements];
(b) notify the Authority when it believes the Senior Debt Discharge Date will occur or has occurred, and in any event will so notify no later than 20 Business Days after its occurrence;
(c) notify the Authority of any Event of Default;
(d) notify the Authority of any decision by the Senior Lenders to take action under Section ▼
(e) unless notice is already provided under the above provisions, notify the Authority of any decision by the Senior Lenders to:
(1) appoint an Insolvency Officer;
(2) commence any Insolvency Proceedings;
(3) sanction, by voting or failing to vote, any Insolvency Proceedings; or
(4) take any action authorizing, or which might result in or is in furtherance of, any of the matters referred to in Sections (1), (2) or (3) above; and
(f) upon request by the Authority, cause all security on any real or personal property comprised in the Facility to be promptly discharged and released on the date requested by the Authority (which will be on or after the Termination Date).
Agent Covenants. The Agent understands that, the Agent shall be entrusted with the samples of the Artist’s work in order to secure assignments and projects for the Artist. The Artist shall have all the rights over such samples and no right on the samples of work would be transferred in favor of the Agent by virtue of this Agreement. The samples so entrusted with the Agent must be returned to the Artist within a time period of ___________ days after termination of this Agreement. The Agent shall take all reasonable steps to ensure that such samples of work are well protected against any damage or loss and the Agent is to be held solely liable for any loss and damage so incurred so sustained by the samples of work due to any kind of negligence on the part of the Agent. The Agent further agrees and understands that the promotional expenses related to the promotion of Artist’ work shall be borne by the Agent and the Artist. The Agent shall be liable for _____ % and the Artist shall be liable for ____% of the promotional expenses. The Agent shall further bear the expenses related to: _________________________.
Agent Covenants. The Agent will promptly:
(a) [Intentionally Deleted];
(b) notify the Authority when it believes the Senior Debt Discharge Date will occur or has occurred, and in any event will so notify no later than 20 Business Days after its occurrence;
(c) a reasonable time prior to the taking of any such action, notify the Authority of any decision by the Senior Lenders to take action under Section 14.2 of the Credit Agreement, together with reasonable details of any such action;
(d) unless notice is already provided under the above provisions, notify the Authority of any decision by the Senior Lenders to:
(1) appoint an Insolvency Officer;
(2) commence any Insolvency Proceedings;
(3) sanction, by voting or failing to vote, any Insolvency Proceedings; or
(4) take any action authorizing, or which might result in or is in furtherance of, any of the matters referred to in Sections (1), (2) or (3) above; and
(e) upon request by the Authority, cause all security on any real or personal property comprised in the Facility to be promptly discharged and released on the date requested by the Authority (which will be on or after the Termination Date).
Agent Covenants. Each Agent hereby severally, and neither jointly, nor jointly and severally, covenants and agrees to (and will use commercially reasonable best efforts to cause the selling group members to):
(i) conduct all activities in connection with the Offering in compliance with applicable Securities Laws and all other laws applicable to the Agent (or an Affiliate of the Agent) or the selling group members;
(ii) obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company and the Agents;
(iii) not to solicit subscriptions for the Subscription Receipts except in accordance with the terms and conditions of this Agreement and the Subscription Agreements;
(iv) in connection with the Offering, not to make any representation or warranty with respect to the Subscription Receipts other than as set forth in this Agreement or the Subscription Agreements;
(v) not to solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Subscription Receipts in such manner as to require registration of the Subscription Receipts or the filing of a prospectus, registration statement or any similar document under the laws of any jurisdiction or to subject the Company to any continuous disclosure or other similar reporting requirements under the laws of any jurisdiction to which it is not currently subject;
(vi) not engage in or authorize, directly or indirectly, and will not engage in or authorize, directly or indirectly, any form of general advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any general solicitation or general advertising; and
(vii) provide to the Company all necessary information in respect of the Agents (and will use its commercially reasonable efforts to provide to the Company all necessary information in respect of the Purchasers and the selling group members) to allow the Company to file, with the Securities Regulators, reports of the sale of the Subscription Receipts in accordance with applicable Securities Laws within ten days of ...
Agent Covenants. Agent covenants that during the term of this Agreement and so long as it is bound by the non- interference provisions hereof, it shall:
a. Comply with any and all policies and guidelines established by Cedar.
b. Where appropriate, inform potential Merchants that they are required to change credit card processors or bank accounts in order to participate in the Program;
c. Accurately describe the Program;
d. Immediately inform Cedar of any changes that become known to Agent in the address, ownership or business or operations of itself or of any Merchant;
e. Deliver to Cedar all documents required as part of a Merchant Application together with each application, including, without limitation: A Merchant Agreement, application form, voided Merchant check, at least 6 months of Merchant bank statements, and any other documents required according to Cedar guidelines, such as they may be from time to time;
f. Remain cognizant and in agreement that this Agreement may be terminated immediately by Cedar upon breach of any obligation, covenant, representation or warranty set forth in this Agreement or if determined by Cedar, in its sole discretion that Agent is causing a negative effect on the Program, Cedar or its affiliates;
g. Not engage in any debt settlement, debt consolidation, merchant cash advance settlement, merchant cash advance relief or any other business or service that consults or advises merchants with respect to defaulting on (or with respect to an existing default on) their merchant cash advance from any purchaser of receivables; and
h. Not cause or solicit a successfully referred Merchant to terminate or alter its credit card processing or banking institution to another processor or bank, which has no contractual affiliation with Cedar or any of its affiliates, as long as such merchant has a balance owed to Cedar.
i. Not facilitate or cause the Merchant to accept any cash advance or loan or any other further form of financing or purchase of receivables in any form that relates to or involves the Merchant’s Processing Receipts with any party other MR for the duration of this Agreement. MR may share information regarding this Agreement with any third party in order to determine whether Agent is in compliance with this 7. provision.
Agent Covenants. Agent covenants and agrees that it will, at all times during the performance of this Agreement:
(a) conduct business in a manner that reflects favorably at all times on the Bankcard Solutions Payments Services and the good name, good will and reputation of Bankcard Solutions and its vendors;
(b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Bankcard Solutions, the Bankcard Solutions Payments Services or the public;
(c) make no false or misleading representations with regard to Bankcard Solutions or the Bankcard Solutions Payments Services;
(d) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Bankcard Solutions or the Bankcard Solutions Payments Services;
(e) promote the proper use of Bankcard Solutions Payments Services, and
(f) make no representation, warranties or guarantees to potential Merchants with respect to the specifications, features or capabilities of the Bankcard Solutions Payments Services that are inconsistent with the literature distributed by Bankcard Solutions or the Merchant Agreement
Agent Covenants. The Agent shall promptly:
(1) notify the County when it believes the Senior Debt Discharge Date will occur or has occurred, and in any event shall so notify no later than 20 Days after its occurrence;
(2) notify the County of any Credit Agreement Event of Default of which the Agent has received written notice;
(3) notify the County of any decision by the Senior Lenders to take action under Section [ ] of the Credit Agreement of which the Agent has received written notice;
(4) unless notice is already provided under the above provisions, notify the County of any decision by the Senior Lenders, of which the Agent has received written notice, to:
(a) appoint a Bankruptcy Officer;
(b) commence any Bankruptcy Proceedings;
(c) sanction, by voting or failing to vote on, any Bankruptcy Proceedings; or
(d) take any action authorizing, or which might result in or is in furtherance of, any of the matters referred to in items (a), (b) or (c) above; and
(5) upon request by the County, and provided the Senior Debt Discharge has occurred, cause all security on any real or personal property constituting part of the Project to be promptly discharged and released on the date requested by the County (which will be on or after the Senior Debt Discharge Date).
