Agent Provisions Clause Samples
Agent Provisions. (a) The Agent shall be entitled to the fees set forth on Schedule III attached hereto for its services hereunder and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by it in the performance of its duties hereunder. The Company shall be solely responsible for payment of all amounts due to the Agent hereunder.
(b) The Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Pledgor, the Company and the Secured Party specifying a date (not less than thirty days after the giving of such notice) when such resignation shall take effect (the "Resignation Date"). Promptly after such notice, a successor agent shall be appointed by the Secured Party, such successor agent to become Agent hereunder upon the Resignation Date. The Agent shall continue to serve until its successor is appointed hereunder. The Secured Party may at any time elect to substitute a new Agent by giving notice thereof to the Pledgor, the Company and the Agent then acting.
(c) The Agent shall have the power and authority expressly conferred upon it in this Agreement and shall not be required to perform any act or do anything not so expressly provided in this Agreement, except upon the written instructions of the Secured Party. The Agent acting or refraining from acting in good faith shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by its willful misconduct or gross negligence, and shall be entitled to rely and shall be protected in doing so, upon (i) any written notice, instrument or signature reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so and (ii) the advice of counsel (which may be of the Agent's own choosing). The Agent shall have no responsibility for the contents of any writing submitted to it hereunder and shall be entitled to reasonably rely in good faith and without any liability, upon the contents thereof.
(d) The Company hereby agrees to indemnify the Agent and hold it harmless against any and all liabilities incurred by it hereunder, including, without limitation, any liabilities incurred in connection with any sale of the Pledged Collateral in accordance with the terms hereof, except for liabilities incurred by the Agent resulting from its own willful misconduct or gross negligence.
(e) Without limiting the ...
Agent Provisions. Section 1.01
Agent Provisions. Each of the Agent and Second Lien Agent is executing and delivering the Intercreditor Agreement solely in its capacity as agent for the First Lien Parties or the Second Lien Parties, as the case may be, and pursuant to the direction set forth in the First Lien Credit Documents or the Second Lien Credit Documents, as the case may be. Neither the Agent nor the Second Lien Agent shall be responsible for the terms or sufficiency of the Intercreditor Agreement for any purpose. Neither the Agent nor the Second Lien Agent shall have any duties or obligations under or pursuant to the Intercreditor Agreement other than such duties as may be expressly set forth in the Intercreditor Agreement as duties on its part to be performed or observed. In entering into the Intercreditor Agreement, or in taking (or forbearing from) any action under or pursuant to the Intercreditor Agreement, each of the Agent and the Second Lien Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the First Lien Credit Documents or the Second Lien Credit Documents, as the case may be. Neither the Agent nor the Second Lien Agent shall have any liability or responsibility for the actions or omissions of any other Secured Party, or for any other Secured Party’s compliance with (or failure to comply with) the terms of the Intercreditor Agreement.
Agent Provisions a The contracting agent is acknowledged to have fully perfunued upon !he oommenccmcnl of this engagemen1. Be sba!l not be liable fonhe default ofa purchaser or the ncn-pcrfonnance ofthe group. No changes in the conb"oct alfC<ll:log agent's commis5i,;ms shall be made without the writtco appruwl of',he agcnL c, The percentage ofcmrunissions included in !he gi<)SS price ofthis •o�gemcnt is 10% from act to Pacific Rim Talent d Commission shall be held in tru&t by leader as fiduciary and forwarded to agent within three (3) days ofreceipt, or I) ageat has the authority to cancel the following cngagl!fflont, or 2)at lb• request of agent, present purcba:;er is authorized 1D withhold from fel!Jlor any commlssiOTili due Pacific Rim Talent. Delinquent comm1ssian shall accrue intuest at 1 l/2% per mootb. 1111d ifliti!!lliian is necessary for aollcction, dobtor shall pay ubamcy's fees.
Agent Provisions. 9.7.1 No Agent shall be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under any other Credit Document.
9.7.2 No Agent shall incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Agent (including but not limited to any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, loss or malfunction of utilities, computer (hardware or software) or communications service, accidents, labor disputes, epidemics, pandemics or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility); provided, that the affected Agent uses reasonably diligent efforts to mitigate and resolve any such occurrence or event and resume performance of its obligations hereunder.
9.7.3 To the extent that an Agent has the right to exercise discretion, make determinations or take actions pursuant to provisions of this Agreement and the other Credit Documents, the Agents hereby agree that, in any specific instance of exercising such discretion, making such determinations or taking such action, the Agents will exercise such discretion, make such determinations and take such actions in accordance with the written instructions from Lender in such instance with respect to the exercising of such discretion or the making of such determination. Notwithstanding the foregoing, ▇▇▇▇▇▇ agrees that until the applicable Agent receives written instructions from ▇▇▇▇▇▇, such Agent may (but shall not be obligated to) reasonably exercise discretion, make determinations and take actions that it shall deem to be in the best interests of Lender. Without limiting the generality of the foregoing, to the extent that this Agreement or any other Credit Document requires an Agent to exercise any discretion or otherwise act or refrain from acting and the Agent believes that adequate instruction or direction is not provided by the express terms of this Agreement or any other Credit Document, the Agent shall promptly give notice (in such form as shall be appropriate under the circumstances) to Lender requesting instruction as to the course of action to be adopted. To the extent the Agent acts, or refrains from acting, in good fai...
Agent Provisions. The provisions of this Article II will be applicable insofar as Distributor's activities as a sales agent are concerned.
Agent Provisions. 87 SECTION 7.13.
Agent Provisions. 10.1 Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 10.2 Powers of the Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 10.3
Agent Provisions. A. In the event the ARTIST leader or key personnel are re-booked into any establishment owned, controlled or subcontracted by the PURCHASER or PURCHASER’s partners, directors, employees, officers, representatives, agents, shareholders, related entities, affiliates, parents, subsidiaries, and divisions, or their respective predecessors, successors, assigns, directors, employees, officers, representatives, agents within 24 months of termination of this Agreement, ARTIST agrees to be severally liable for payment of commission to CKE AGENT at the same rate as provided under this Agreement.
Agent Provisions. Grantors hereby agrees that the provisions of Article 6 of the Note Purchase Agreement shall apply, mutatis mutandis; provided that all references in Article 6 of the Note Purchase Agreement to “Borrower” or “Note Party” shall be deemed to refer to each Grantor.