Appointment and Obligations of Remarketing Agent Sample Clauses

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the...
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Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Credit Suisse First Boston Corporation, and Credit Suisse First Boston Corporation hereby accepts such appointment, as the Remarketing Agent to: (i) determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement and in the Eighth Supplemental Indenture, the Reset Rate as defined in clause (i) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate; (ii) remarket the Notes participating in the remarketing on the Initial Remarketing Date or during any subsequent Remarketing Period, as applicable, at a price equal to approximately, but not less than, 100.5% of the Remarketing Value; and (iii) in the event the Last Failed Remarketing shall have occurred or in the event there were no Equity Security Units outstanding on the Initial Remarketing Date or any Subsequent Remarketing Date and none of the Holders of Separate Notes elected during any Remarketing Period to have their Separate Notes participate in a remarketing, to determine, in consultation with the Company, as applicable, the Reset Rate as defined in clause (ii) of the definition of such term, provided that the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day immediately preceding the Initial Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent shall have the right, on 15 Business Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the a...
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Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints [________] and [________] hereby accepts such appointment, (i) as the Remarketing Agent to determine, in consultation with the Company, in the manner provided for herein, in the Purchase Contract Agreement and in the Notes, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to the Remarketed Notes, enable the aggregate market value of the Remarketed Notes equal 100.25% of the aggregate principal amount of such Remarketed Notes as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be, and (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Remarketed Notes to be included in the remarketing on the Remarketing Date, and, if necessary, on February 4, 2009 and, if necessary, on February 5, 2009 and, if necessary, on February 6, 2009 and, if necessary, on February 9, 2009 and, on February 10, 2009 and, if necessary, on February 11, 2009, as the case may be. The Remarketing Agent shall have the right, on 15 Business Days' notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company; provided that any such appointment shall not increase the Remarketing Fee (as defined in Section 4 hereof). Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such additional remarketing agent. (b) Subject to the terms and conditions set forth herein and in the Purchase Contract Agreement, the Remarketing Agent shall use its reasonable best efforts to (i) remarket on the Remarketing Date the Remarketed Notes at the Reset Rate, (ii) in the event the Remarketing Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to remarket such Notes on February 4, 2005, and, if necessary, on February 5, 2009 and, if necessary, on February 6, 2009 and, if necessary, on February 9, 2009 and, if necessary, on February 10, 2009 and, if necessary, on February 11, 2009, in each case at the Reset Rate and (iii) in the event of a Last Failed Remarketing, promptly return the Pledged Notes, if any, included in such Last Failed Remarketing to the Collateral Agent to be held by the Collateral Agent in accordance with Section 4.5(b) of the Pledge Agreement (which Section is incorporated herein...
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Appointment and Obligations of Remarketing Agent. The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for by the terms of the Preferred Shares, the Reset Rate, that in the opinion of the Reset Agent, will, when applied to the Preferred Shares, enable a Preferred Share to have a market value of approximately 100.5% of the aggregate stated liquidation amount of such Preferred Share, provided, that the Company may limit such Reset Rate to be no higher than the One-Month Treasury Xxxx plus 200 basis points (2%), and (ii) as the exclusive Remarketing Agent to remarket the Preferred Shares, of such Preferred Shareholders electing to have their Preferred Shares remarketed, or of such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement, for settlement on the Purchase Contract Settlement Date, pursuant to the Remarketing Underwriting Agreement with the Company and the Purchase Contract Agent, substantially in the form attached hereto as Exhibit A (with such changes as the Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Remarketing Underwriting Agreement due to changes in law or facts and circumstances). rsuant to the Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing underwriter or as the representative of a syndicate including the Remarketing Agent and one or more other remarketing underwriters designated by the Remarketing Agent, will agree, subject to the terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase severally the Preferred Shares to be sold by the holder or holders of Preferred Shares or Income PRIDES on the Purchase Contract Settlement Date and use their reasonable efforts to remarket such Preferred Shares (such purchase and remarketing being hereinafter referred to as the "Remarketing"), at a price of approximately 100.5% of such Preferred Share's aggregate stated liquidation amount plus any accumulated and unpaid dividends. Notwithstanding the pre...
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Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Declaration (as in effect on the date of this Remarketing Agreement) with respect to the Trust Securities or the Indenture (as in effect on the date of
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Related to Appointment and Obligations of Remarketing Agent

  • Duties and Obligations of Administrative Agent The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

  • Rights and Obligations of Party A 0. Xxxxx A has the right to require Party B to keep in confidence relevant financial information and trade secrets relating to production and operation of Party A unless otherwise provided by laws and regulations. 2. Party A shall provide relevant financial information and information relating to production and operation as required by Party B and shall be responsible for the authenticity, integrity and validity of such information. 3. Party A undertakes that all settlements and deposits relating to the Loan shall be conducted through its accounts opened with Party B or Party B’s relevant branch. 4. Party A shall assist in and accept Party B’s inspection and supervision of its production, operation, financial activities and utilization of the Loan. 5. Party A shall utilize the Loan for the purpose as provided for hereunder. 6. Party A shall punctually repay the principal and interest in accordance with this Contract. 7. Party A or its investors shall not transfer any funds or assets in order to evade the indebtedness owed to Party B. 8. Party A shall give Party B a prior written notice for Party B’s consent if Party A intends to provide security for any third party during the term of this Contract and such security may affect Party A’s ability to make repayment under this Contract. 9. Party A shall promptly arrange for new security(ies) satisfactory to Party B where the Guarantor in respect of this Contract ceases or suspends production; its corporate registration is canceled, or business license revoked; it is bankrupt or dissolved; it is operating at a loss; or any other negative change has occurred, and such aforementioned incidents result in loss or partial loss of the Guarantor’s ability to secure the Loan, or where the mortgaged or pledged property(ies) for securing the Loan depreciate(s) or is (are) damaged or destroyed. 10. Party A shall promptly inform Party B of any relevant changes during the term of this Contract, including without limitation its business name, legal representative (or chief officer), registered office, business purpose or registered capital. 11. Where Party A intends to carry out activity(ies) during the term of this Contract which may have an impact on the realization of Party B’s rights hereunder, Party A shall give Party B a [30] banking days prior written notice for its consent to such intended activity(ies) and shall further take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security in accordance with Party B’s instructions. The aforementioned activities shall include without limitation contracting, leasing, transformation to a stock company, forming an economic association with another enterprise, consolidation, merger, division, setting up a joint venture, application for suspension of production or for winding up or for bankruptcy. 12. Party A shall promptly inform Party B in writing, take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security(ies) in accordance with Party B’s instructions if there has occurred to Party A incident(s) during the term of this Contract that may have substantially negative effects on Party B’s performance of its obligations hereunder. The aforementioned incidents shall include without limitation the following: Party A ceases or suspends production; its corporate registration is canceled, or business license revoked; its legal representative or high-ranking officers are involved in illegal activities; it is involved in litigation with a major impact; great difficulties arise in respect to its production or operation; or its financial standing deteriorates. 13. Party A shall bear all fees and expenses in connection with this Contract and the security(ies) for this Contract including without limitation fees and expenses in respect to legal services, insurance, evaluation, registration, storage, authentication and notarization.

  • Rights and Obligations of Party B 8.1 Party B is entitled to use the Leased Units in accordance with the Contract. Party B may set a notable mark on the exit of elevators of the floor of leasing pursuant to the xxxevant management regulations of the Corporate Squares. The detailed conditions shall be discussed by both Parties. 8.2 Party B shall carry out the business activities in the Leased Units in compliance with laws, regulations and rules of the People's Republic of China and is prohibited to harm Party A's reputation through its activities. 8.3 Party B shall duly make the payments with respect to the rent, property management fee, electricity usage fee and any other charges it shall be responsible for. 8.4 Starting from the Commencement Date, Party B shall purchase insurance for the properties in the Leased Units, including property insurance and third party liability insurance. Otherwise, Party B and not Party A shall be solely responsible for all liabilities and losses. 8.5 Party B shall not alter the purpose of use of the Leased Units without consent in writing from Party A. 8.6 Party B shall not re-lend, sublease, and exchange the Leased Units, in whole or part, to third parties or allow third parties to use the Leased Units by other means, without consent in writing from Party A. 8.7 Party B shall not alter the locking and security system on the gate of the Leased Units without consent in writing from Party A or approval from related departments. 8.8 Party B shall not alter or move the equipment for usage of water and electricity and shall not enlarge the capacities of central air conditioning, without consent in writing from Party A. 8.9 Party B shall take necessary actions to prevent the Leased Units from fires accident or man-made damage. Party B shall immediately notify to Party A with respect to any damage of the Leased Units. Party B shall restore the damaged parts of the Leased Units to their former condition within one month upon receipt of Party A's notice, provided that the damages resulted from negligence by Party B and its employees. If Party B fails to do so timely, Party A has the right to repair the damaged parts. All the expenses thus incurred shall be borne by Party B. 8.10 Party B is entitled to require Party A repairing the Leased Units, and the public facilities and equipment, and repair such based on the original standards by itself if Party A fails to perform the obligation of repairing timely and affects the normal use of such. All the expenses thus incurred shall be borne by Party A. The equipment newly added or improved by Party B shall be repaired by Party B.

  • Rights and Obligations of the Parties 5.2.1. The client is obliged to: 5.2.1.1. Check for an SMS at the moment of issuance of a card, by which means they will receive a pin code, or check the integrity of the envelope in which the pin code is given; 5.2.1.2. Regularly review and abide by card usage and security regulations developed by the Bank, and not allow disclosure of the card and/or pin-code to the third persons; 5.2.1.3. Reimburse those bank expenses which are related to additional service costs of VISA and Mastercard (if any); 5.2.1.4. Use the card to pay the Bank any commission fee related to card servicing (producing, renewal, including in the international stop-list, etc.) and processing card transactions consistent with the tariff established by the Bank and/or international payment systems; 5.2.1.5. Perform transactions on the card account only within the limits of the available balance. The Bank shall impose a penalty on an intentionally or erroneously overspent amount in excess of the available balance according to the tariff established by the Bank for each day of using the surcharge amount; 5.2.1.6. Promptly fill surcharged amount; 5.2.1.7. Promptly notify the Bank about loss of the card; 5.2.1.8. Shall process card payment transaction in the internet only through the web pages having secure payment certifications (web pages where MasterCard SecureCode or Verified by VISA logos are depicted, allowing for making payment with 3D security code). The bank shall bear no responsibility for the transactions of the client made at the web-pages having no secure payment certifications. 5.2.2. The client is authorized to: 5.2.2.1. At any time obtain information on transactions held at the card account and request statements reflecting such transactions. The client is authorized to become familiar with the transactions made at the card accounts in the internet banking and/or address JSC “Pasha Bank Georgia” telephone services center – contact center and/or any branch of the bank to obtain such information. Card transactions statements shall be issued in a form requested by the client in the timelines established by the bank, however no later than 2 (two) banking days after the request of the client has been made. The bank is entitled to establish the commission for issuing the transaction statement made for the card account. 5.2.2.2. Submit a justified claim on transactions performed on the card account consistent with clause 5.4 of the present agreement. 5.2.3. The client acknowledges that: 5.2.3.1. Cards produced by the Bank are equipped with contactless technology; 5.2.3.2. Throughout the territory of Georgia, contactless card transactions without a pin code are permitted to the amount of up to 100 (one hundred) GEL. The Bank does not bear responsibility and does not accept claims from clients for contactless transaction(s) performed with the card account of a client up to 100 GEL throughout Georgia (notwithstanding the number of such transactions performed with the card).

  • Rights and Obligations of Members Section 6.1

  • Rights and Obligations of Both Parties 7.1 Party A shall have the following rights and obligations: § to draw down and use the Loan according to this Contract; § if Party A repays the Loan before maturity date, it shall obtain prior written consent from Party B and shall compensate Party B against the losses for expected income and relevant expenses; § to bear all expenses incurred under this Contract; § it shall notify Party B at least 30 days in advance of any activities that would have a negative impact upon Party B’s ability to realize its rights such as joint operation, merger, restructuring, sale of material asset, etc. and obtain Party B’s written consent, otherwise, Party A is not allowed to carry out the afore mentioned activity before repayment of the Loan; § to notify Party B of any changes like location, contact address, business scope, legal representative and other commercial register items within 7 days after these changes; § it shall notify Party B immediately the occurrence of any event that will affect its normal operation or solvency under this contract, such as (but not restrain to) severe economic dispute, bankruptcy, financial deterioration etc; § In case of it winding up, dissolution, suspension of operation, revoke of business license, Party A should notify Party B of such events within 5 days after their occurrence and undertake to repay the principal and interest immediately. § Others as agreed. 7.2 Party B shall have the following rights and obligations: § to require Party A to provide all materials related to the Loan; § to deduct the principal, interest, compound interest, penalty interest and other due expenses relating to the Loan under this Contract directly from Party B’s account in accordance with the provisions of this Contract or relevant law; § in case of Party A’s evasion of Party B’s monitoring, default in payment for due principal or interest and other severe breach of the Contract, Party B is entitled to impose credit penalty against Party A, notify relevant departments or entities of such breach and put up payment demand notice on public media; § to provide loan to Party A in time according to the provisions of the Contract (except for the delays due to Party A’s reason); § to keep confidential of the information and materials provided by Party A..

  • Independent Nature of Rights and Obligations Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

  • Rights and Obligations of Limited Partners Section 8.1 Limitation of Liability 27 Section 8.2 Management of Business 27 Section 8.3 Outside Activities 27 Section 8.4 Return of Capital 27 Section 8.5 Rights of Limited Partners Relating to the Partnership 27

  • Subservicing; Enforcement of the Obligations of Servicers (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

  • Subservicing; Enforcement of the Obligations of Subservicers (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

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