An Agent s resignation notice shall only take effect upon the appointment of a successor.
An Agent commissioned Appraisal of each Initial Property, addressed to Agent prepared in substantial conformance with applicable Governmental Requirements, and signed by an Appraiser acceptable to Agent and Lenders.
An Agent. (a) will comply with any legislative or regulatory registration requirements applicable to an Agent in all States and Territories in which they operate;
(b) accepts that AuctionsPlus may accept or reject an agency application in its absolute discretion or impose such conditions as it sees fit from time to time;
(c) will attend any training courses mandated and approved by AuctionsPlus;
(d) will accept ongoing reviews of their accreditation as an agent by AuctionsPlus;
(e) will comply with any legislative or regulatory registration requirements applicableto an Agent in all States and Territories in which they operate;
(f) will ensure that any Assessor the Agent engages has the necessary contract in place and complies with the applicable terms of the User Agreement and Sale Terms and with all applicable laws and requirements of AuctionsPlus;
(g) may not ‘take principal risk’ or own the stock they are selling unless agreed toin writing by AuctionsPlus;
(h) will declare in the Assessment if the Agent is the owner of or otherwise has a financial interest in any relevant Lot and that the Agent has the necessary contract in place between the assessor and the agency if using a third party assessor;
(i) confirms and acknowledges that the Assessor is engaged by and is acting for and on behalf of the Agent;
(j) will comply with the User Agreement terms, any applicable Sale Terms, all applicable laws and any other requirements imposed by AuctionsPlus; and
(k) will indemnify AuctionsPlus on demand for any Loss incurred arising out of the act, error, omission, default or negligence of the Agent or any Assessor engaged by the Agent.
An Agent shall promptly notify the Lenders of any Event of Default arising under sub-clause 16.1.1 of Clause 16.1 (Events of Default).
An Agent. Forward Seller or Forward Purchaser may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of such Agent, Forward Seller or Forward Purchaser is material and adverse and makes it impractical or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent, Forward Seller or Forward Purchaser, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(h) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section 16 (Governing Law and Time; Waiver of Jury Trial) and Section 17 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
An Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
An Agent. No Agent is responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
An Agent. Broker/Entity must complete its review of a request for access or notification (and grant or deny said notification and/or access) within 30 Days of receipt of the notification and/or access request.
An Agent s resignation notice shall only take effect upon the appointment of a successor and acceptance by such successor of such appointment and the execution of all necessary documentation to effectively substitute the successor agent (including, in the case of a successor Security Agent, to substitute the successor Security Agent as holder of the Security Interests created by the Security Documents).
(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in such capacity in respect of the Senior Finance Documents but shall remain entitled to the benefit of this Clause in respect of any action which it took or failed to take whilst acting in the capacity of Agent. Its successor and each of the other parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party. For the avoidance of doubt, Credit Suisse First Boston and X.X. Xxxxxx plc, which were joint Lead Arrangers (with Deutsche Bank AG London) and Documentation Agents, have resigned from such offices and shall be discharged from any further obligations in such capacity in respect of the Senior Finance Documents but shall remain entitled to the benefit of this Clause in respect of any action which they respectively took or failed to take whilst acting in such capacities.
(g) After consultation with the Obligors’ Agent, the Majority Lenders may, by notice to an Agent, require it to resign in accordance with paragraph (b) above. In this event, such Agent shall resign in accordance with paragraph (b) above.
An Agent may resign by giving at least 60 days' notice to Neste and each Bank. Upon receipt of a notice of resignation Neste and the Majority Banks may select any bank or other financial institution as successor Facility Agent or Security Trustee, as the case may be.
