Appointment and Duties of Agent. (a) The parties hereto agree that The CIT Group/Equipment Financing, Inc. shall act, subject to the terms and conditions of this Article V, as the Agent for the Lenders in connection with the Loan, and to the extent set forth herein each Lender hereby irrevocably appoints, authorizes, empowers and directs the Agent to take such action on its behalf and to exercise such powers as are specifically delegated to the Agent herein or are reasonably incidental thereto in connection with the administration of and the enforcement of any rights or remedies with respect to this Agreement, the Notes and the other Loan Documents. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents are only those expressly set forth in this Agreement. The Agent shall use reasonable diligence to examine the face of each document received by it hereunder to determine whether such documents, on its face, appears to be what it purports to be. However, the Agent shall not under any duty to examine into and pass upon the validity or genuineness of any documents received by it hereunder and the Agent shall be entitled to assume that any of the same which appears regular on its face is genuine and valid and what it purports to be.
Appointment and Duties of Agent. Subject to the terms hereof, ------------------------------- including, without limitation, the requirements of Section 4 hereof, Owner hereby appoints Agent as its agent for selection of Unit Premises for acquisition, as well as for the design, construction, equipping, and installation on each Unit Premises of the Unit Improvements, and, if and to the extent identified in Exhibit G hereto, Unit FF&E and Agent hereby accepts such appointment. Unit Improvements must be of a type permitted to be leased under the Lease, as set forth in Exhibit A to the Lease. Agent agrees all in accordance with its best business judgment and this Agreement to select Unit Premises for acquisition by Owner and to contract for and supervise the good and workmanlike completion of the Unit Improvements and installation of the Unit FF&E on each Unit Premises, suitable for its intended use.
Appointment and Duties of Agent. Subject to the terms hereof, including, without limitation, the requirements of Section 4 hereof, Owner hereby appoints Agent as its agent for the design, construction, equipping, and installation of the Ammonia Project on the Project Parcel in accordance with the Unit Plans and Unit Budget and, to the extent identified in Exhibit G hereto, Unit FF&E with respect thereto and Agent hereby accepts such appointment. By written agreement, Owner may appoint Agent as its agent in respect of additional Unit Premises and Unit Improvements. Unit Improvements must be of a type permitted to be leased under the Lease, as set forth in Exhibit A to the Lease. Agent agrees to contract for, supervise and achieve the good, workmanlike and timely completion of the Unit Improvements and installation of Unit FF&E on each Unit Premises in accordance with the Unit Budget and in all material respects in accordance with the Unit Plans, suitable for its intended use. Owner and Agent agree that any obligation of Agent herewith may be performed by an Affiliate of Agent; provided that Agent shall in no event be relieved of any of its obligations under this Agreement by virtue of any such performance. Upon request of Agent, Owner agrees to deliver to Agent a separate executed power of attorney confirmatory of the power granted herein in form suitable for recording. Owner and Agent agree that Agent shall be responsible for the supervision of all matters relating to any Construction Agreement; provided that, with respect to any Construction Agreement relating to the Ammonia Project, all obligations of Owner under such Construction Agreement shall be performed on Owner's behalf by PCS/N Ltd., an Affiliate of Agent; provided, however, that Agent shall not be relieved of any of its obligations hereunder.
Appointment and Duties of Agent. Owner hereby appoints Agent as its agent for the acquisition, design, construction, repair, maintenance, equipping, and installation of the Project and the provision of security against harm and damage thereto, and Agent hereby accepts such appointment. Agent agrees, all in accordance with its best business judgment and this Agreement, to supervise the good and workmanlike completion of the Project pursuant to the EPC Contract. Agent will also enter into such other contracts as are necessary for the completion of the Project pursuant to the EPC Contract; provided that (i) Agent shall, pursuant to the Pledge Agreement, collaterally assign to Owner, at no cost to Owner, all of Agent's right, title and interest in such contracts, and (ii) if any of such contracts could reasonably be expected to cause the Project Costs to exceed the Budget or adversely affect the performance of the General Contractor's obligations under the EPC Contract (including, without limitation, by providing a potential basis for a change order or a Force Majeure Delay or similar relief thereunder), Agent shall be required to obtain the consent of Owner and Assignee to such contract prior to its execution of such contract. Agent and Owner hereby agree that, at such time, if any, as the EPC Contract provides for the transfer of title to any portion of the Project to Agent, title to such portion or portions of the Project shall automatically be transferred to Owner, at no cost to Owner, and Agent shall, upon the request of Owner, execute or cause such General Contractor to execute, as the case may be, a bill of sale or similar conveyance instrument to xxidence such transfer of title. For purposes of this Agreement, Owner and Agent acknowledge and agree that Agent is acting in the capacity of a general construction agent.
Appointment and Duties of Agent. Owner hereby appoints Agent as its agent for the acquisition, design, construction, repair, maintenance, equipping, and installation of the Project, including the performance of the obligations under the Siemens Turbine Contract, and the provision of security against harm and damage to the Project, and Agent hereby accepts such appointment. Agent agrees, all in accordance with its best business judgment and this Agreement, to supervise the good and workmanlike completion of the Project pursuant to this Agreement and the EPC Contract and in accordance with all applicable Legal Requirements and Insurance Requirements. Agent (or its Affiliate) will also enter into such other contracts, as agent for Owner (including all construction contracts, insurance, replacement construction contracts and subcontracts and contracts for the purchase of equipment and services), as are necessary for the completion of the Project pursuant to the EPC Contract and in accordance with all applicable Legal Requirements and Insurance Requirements; provided that (i) Agent shall, pursuant to the Pledge Agreement, collaterally assign to Owner, all of Agent's right, title and interest in all such contracts, and (ii) if any of such contracts could reasonably be expected to cause the Project Costs to exceed the Budget or adversely affect the performance of the General Contractor's obligations under the EPC Contract (including, without limitation, by providing a potential basis for a change order that would require the consent of Owner and Assignee pursuant to subsection 10.1 hereof, or a force majeure delay or similar relief thereunder) or of Siemens Westinghouse Power Corporation under the Siemens Turbine Contract, Agent shall be required to obtain the consent of Owner and Assignee to such contract prior to its execution of such contract. Agent and Owner hereby agree that, at such time as the EPC Contract provides for the transfer of title to any portion of the Project, title to such portion or portions of the Project shall automatically be transferred to Owner, at no cost to Owner, and Agent shall, upon the request of Owner, execute or cause such General Contractor to execute, as the case may be, a xxxx of sale or similar conveyance instrument to evidence such transfer of title. For purposes of this Agreement, Owner and Agent acknowledge and agree that Agent is acting in the capacity of a general construction agent. Owner hereby approves the Siemens Turbine Contract, the EPC Contract an...
Appointment and Duties of Agent. (a) Each of the Participating Ztango Stockholders hereby irrevocably (subject to termination of this Agreement in accordance with its terms) appoints the Agent as his, her, or its attorney-in-fact and authorizes and directs the Agent to take all necessary actions on his, her, or its behalf to consummate the Acquisition Transactions in accordance with this Agreement and without further action by such Participating Ztango Stockholders. In connection with this appointment, and without limitation, each of the Participating Ztango Stockholders, in order to facilitate the Acquisition Transactions, to acquire the WiderThan Stock, and to minimize unnecessary administrative burden and delay (which could potentially arise in connection with a large stockholder group), hereby authorizes and directs the Agent (i) to hold and tender, or cause to be tendered, to WiderThan such Participating Ztango Stockholder's certificate or certificates representing shares of Ztango Stock in connection with the Merger, (ii) to receive all cash consideration due and payable to the Participating Ztango Stockholder in connection with the Merger, and (iii) to immediately upon receipt of the cash consideration from WiderThan, tender back to WiderThan all such cash consideration to purchase the WiderThan Preferred Stock, all without any further action required of the Participating Ztango Stockholder. Each Participating Ztango Stockholder acknowledges and agrees that this appointment of the Agent is made in part to induce WiderThan to enter into this Agreement, and agrees not to revoke such grant of authority until and unless this Agreement is terminated in accordance with Section 11.1.
Appointment and Duties of Agent. 2.1 Subject to the provisions of Section 2.2 hereof, PVI hereby appoints Agent, and Agent hereby accepts appointment, as a PVI agent solely for purposes of marketing Services on the Internet.
Appointment and Duties of Agent. Each of the Lenders hereby irrevocably appoints and designates U.S. Bank National Association, subject to the terms and conditions of this Article 7, as the administrative agent for such Lender under and for purposes of this Agreement and the other Loan Documents. Each of the Lenders hereby irrevocably, authorizes, and directs the Agent to take such action on its behalf and to exercise such powers hereunder as are expressly delegated to the Agent herein, together with such powers as are reasonably incident thereto, in connection with the administration of and enforcement of any rights or remedies with respect to this Agreement and the other Loan Documents. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, the Agent shall not have any duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. The Agent shall use reasonable diligence to examine the face of each document received by it hereunder to determine whether such document, on its face, appears to be what it purports to be. However, the Agent shall not be under any duty to examine into or pass upon the validity or genuineness of any documents received by it hereunder and the Agent shall be entitled to assume that any of the same which appears regular on its face is genuine and valid and what it purports to be.
Appointment and Duties of Agent. 39 Section 5.2 DISCRETION AND LIABILITY OF AGENT........................39 Section 5.3
Appointment and Duties of Agent. Subject to the terms hereof, including, without limitation, the requirements of Section 4 hereof, Owner hereby appoints Agent as its agent for selection of Unit Premises in a Permitted Jurisdiction for acquisition, as well as for the design, construction, equipping, and installation on each Unit Premises of the Unit Improvements, and, if and to the extent identified in Exhibit G hereto, the Unit FF&E, and Agent hereby accepts such appointment. Unit Improvements must be of a type permitted to be leased under the Lease as set forth in Exhibit A to the Lease. Agent agrees, all in accordance with its commercially reasonable business judgment and this Agreement, to select Unit Premises for acquisition by Owner and to contract for and supervise the good and workmanlike completion of the Unit Improvements and installation of the Unit FF&E on each Unit Premises, suitable for its intended use. Agent may execute any of its duties under the appointment described in this subsection 2.1 by or through its agents, contractors, employees or attorneys in fact, and Agent may enter into such agreements with such Persons as Agent deems necessary or desirable for the design, construction, equipping and installation on each Unit Premises of the Unit Improvements; PROVIDED, that any such delegation of power and authority by Agent shall not be deemed to relieve Agent of any of its responsibilities and obligations hereunder.
