By Agent. Agent’s obligations with respect to the foregoing indemnity shall survive the expiration or earlier termination of this Agreement.
By Agent. If AGENT is in substantial compliance with this Agreement and CELLULAR ONE materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice thereof is delivered to CELLULAR ONE, AGENT may terminate this Agreement effective thirty (30) days after delivery to CELLULAR ONE of written notice thereof and AGENT shall not be bound by the provisions in Paragraph 20, "Covenants Not To Compete." A termination of this Agrexxxxx xx XXXXX (xxxxxxx express or reasonably implied from AGENT's acts or omissions) for any reason other than a material breach hereof by CELLULAR ONE (coupled with substantial compliance by AGENT), and CELLULAR ONE's failure to cure such breach within thirty (30) days after receipt of written notice thereof, shall be deemed a termination by AGENT without cause.
By Agent. Agent may voluntarily terminate this Agreement with not less than 120 days notice in writing to the Commission specifying a date of termination which is the last day of a calendar month.
By Agent. As between Pledgors and Agent, Agent agrees to give a Notice of Exclusive Control only if a Noticed Default or an Event of Default has occurred and is continuing.
By Agent. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender or that Swap Counterparty under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or that Swap Counterparty to pay on demand. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender or any Swap Counterparty any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender or that Swap Counterparty until the Agent has satisfied itself that it has received that sum. If and to the extent that the Agent makes available a sum to the Borrower or a Lender or a Swap Counterparty, without first having received that sum, the Borrower or (as the case may be) the Lender or the Swap Counterparty concerned shall, on demand:
By Agent. (a) The Agent may at any time without reason terminate this agreement by giving to the Direct Standard Partner not less than 2 Business Days’ written notice.
(b) On termination by the Agent:
(i) the Direct Standard Partner may retain (or if not then paid will be paid) that part of the Direct Standard Partner Commission then paid or payable in respect of that Sales Contract;
(ii) on completion of the Sales Contract in respect of the particular Unit the Agent will pay to the Direct Standard Partner the Direct Standard Partner Commission in respect of that Unit less any part of the Direct Standard Partner Commission already paid.
By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under any Financing Document (a) if such action would, in the opinion of Agent, be contrary to law or any Financing Document, (b) if such action would, in the opinion of Agent, expose Agent to any potential liability under any law, statute or regulation or (c) if Agent shall not first have received such advice or concurrence of all Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Financing Document in accordance with a request or consent of all Lenders (or Required Lenders where authorized herein) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.
By Agent. The Agent shall give notice to the Borrower under Section 8.1(d) hereof promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof.
By Agent. As a condition precedent to any right or license granted herein, Agent represents and warrants that (i) if Agent is an entity, it is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into this Agreement and to carry out its obligations hereunder, and (ii) the execution of this Agreement has been duly authorized by all necessary corporate or other action and this Agreement is a legal and valid obligation binding upon Agent, enforceable against Agent in accordance with its terms, and (iii) Agent has obtained and holds all licenses, permits and approvals of all governmental authorities necessary or appropriate to perform its obligations under this Agreement, operate its business, and to use the Product, and will continue to do so throughout the Term, and (iv) neither the execution, delivery and performance of this Agreement, nor Agent’s use of the Product will conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of any agreement, instrument or understanding, oral or written, to which such Agent is a signatory or by which it may be bound, and (v) it has not been and is not currently a party to any lawsuits, actions, proceedings, arbitrations, mediations, claims, orders or investigations by or before any governmental authority, arbitrator, mediator or any other third party that would materially adversely affect performance of its obligations under the Agreement (“Action”), and (vi) it has no knowledge of circumstances that exist that could reasonably be expected to give rise to any such Action and it has no knowledge that such Action has been threatened in writing or orally within the one hundred twenty (120) days preceding the execution of this Agreement, and (vii) it has no knowledge that there are any outstanding orders, judgments or decrees binding upon or relating to such Party that would materially adversely affect its performance of its obligation under the Agreement, and (viii) all materials and data provided by Agent do not infringe any United States patent, copyright, trademark, service mark or other Intellectual Property right of any third party, and (ix) Agent is now in compliance with and during the Term of this Agreement shall continue to remain in compliance with all applicable U.S. and foreign laws and regulations, and (x) if Agent is the End User of the Product, Agent shall execute and deliver to AgencyZOOM an...
By Agent. Agent shall not assign, transfer or convey all or any of its right, title and interest under this Agreement to any entity of which is not affiliated (directly or indirectly) with Lend Lease DASCO, LLC, without Owner's prior approval which shall not be unreasonably withheld.
