Concerning the Exchange Agent Clause Samples
The 'Concerning the Exchange Agent' clause defines the role and responsibilities of the exchange agent in a transaction, typically involving the exchange of securities, cash, or other consideration between parties. It outlines how the exchange agent will handle the distribution of new shares or payment to shareholders, manage the collection of old certificates, and address any issues that arise during the exchange process. This clause ensures a clear and orderly transfer of assets, minimizing confusion and disputes by specifying the procedures and authority of the exchange agent.
Concerning the Exchange Agent. The Exchange Agent:
A. shall have no duties or obligations other than those specifically set forth in this Agreement;
B. will make no representation and will have no responsibility as to the validity, value or genuineness of the Exchange Offer, shall not make any recommendation as to whether a holder of Old Notes should or should not tender its Old Notes and shall not solicit any holder for the purpose of causing such holder to tender its Old Notes;
C. shall not be obligated to take any action hereunder which may, in the Exchange Agent’s sole judgment, involve any expense or liability to the Exchange Agent unless it shall have been furnished with indemnity against such expense or liability which, in the Exchange Agent’s reasonable judgment, is adequate;
D. may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, instruction, letter, telegram or other document, or any security, delivered to the Exchange Agent and reasonably believed by the Exchange Agent to be genuine and to have been signed by the proper party or parties;
E. may reasonably rely on and shall be protected in acting upon the written instructions of the Secretary or Assistant Secretary of the Issuer or its counsel (or their representatives);
F. shall not be liable for any claim, loss, liability or expense, incurred without the Exchange Agent’s negligence, bad faith or willful misconduct, arising out of or in connection with the administration of the Exchange Agent’s duties hereunder; and
G. may consult with counsel, and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action reasonably taken, suffered or omitted by the Exchange Agent hereunder in accordance with the advice of such counsel or any opinion of counsel.
Concerning the Exchange Agent. 17.1 In the event that the Exchange Agent should at any time be confronted with inconsistent claims or demands by the parties hereto, the Exchange Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Exchange Agreement and upon doing so, the Exchange Agent automatically shall be released from any obligations or liability as a consequence of any such claims or demands.
17.2 The Exchange Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder either directly or by or through its agents or attorneys. The Exchange Agent shall not be responsible for, and shall not be under a duty to, examine into or pass upon the validity, binding effect, execution or sufficiency of this Exchange Agreement or of any agreement amendatory or supplemental hereto.
17.3 The Exchange Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to have been signed or presented by the proper person and shall not be liable to any party hereto in connection with the performance of its duties hereunder except for its own gross negligence, misconduct or bad faith. The Exchange Agent's duties shall be determined only with reference to this Exchange Agreement and applicable laws and the Exchange Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement except as otherwise provided in this Exchange Agreement, including, without limitation, Section 2 hereof, or in the Escrow Agreement. If in doubt as to its duties and responsibilities hereunder, the Exchange Agent may consult with counsel if its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel.
17.4 The Exchange Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto at the addresses set forth herein or at such other address as the parties shall provide, at least ten (10) business days prior to the date specified for such resignation to take effect. Upon the effective date of any such resignation, all cash and other payments and all other property then held by the Exchange Agent hereunder shall be delivered by it to such successor agent or as otherwise shall be designated in writing by the parties hereto.
Concerning the Exchange Agent. The Exchange Agent:
5.1 Will have no duties or obligations other than those specifically set forth herein or as may subsequently be requested of the Exchange Agent by the Purchaser with respect to the Exchange and agreed upon by the Exchange Agent;
5.2 May rely on and will be held harmless by the Purchaser in acting in good faith upon any certificate, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been signed by the proper party or parties;
5.3 May rely on and will be held harmless in acting upon written or oral instructions from the Purchaser with respect to any matter relating to its acting as Exchange Agent specifically covered by this Agreement; and
5.4 May consult with counsel satisfactory to it (including counsel for the Purchaser) and will be held harmless in relying on the written advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel.
Concerning the Exchange Agent. (a) In the event that the Exchange Agent should at any time be confronted with inconsistent claims or demands by the parties hereto, the Exchange Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Agreement and upon doing so, the Exchange Agent automatically shall be released from any obligations or liability as a consequence of any such claims or demands.
Concerning the Exchange Agent. The Exchange Agent: 5.1 Will have no duties or obligations other than those specifically set forth herein or as may subsequently be requested of the Exchange Agent by the Purchaser with respect to the Exchange and agreed upon by the Exchange Agent; 5.2 May rely on and will be held harmless by the Purchaser in acting in good faith upon any certificate, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been signed by the proper party or parties; 5.3 May rely on and will be held harmless in acting upon written or oral instructions from the Purchaser with respect to any matter relating to its acting as Exchange Agent specifically covered by this Agreement; and 5.4 May consult with counsel satisfactory to it (including counsel for the Purchaser) and will be held harmless in relying on the written advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel. 6. Compensation of the Exchange Agent by the Purchaser. The Purchaser will pay fees for the services rendered hereunder, as set forth in the Fee Schedule attached hereto as Exhibit D. The Exchange Agent will also be entitled to reimbursement from the Purchaser for all reasonable and necessary expenses paid or incurred by it in connection with the administration by the Exchange Agent of its duties hereunder up to $10,000 in the aggregate and any amount of such expenses exceeding $10,000 in the aggregate will require the advance approval of the Purchaser in writing. 7.
Concerning the Exchange Agent. The Agent:
A. shall have no duties or obligations other than those set forth herein or as may subsequently be requested of the Agent by the Company and agreed to by the Agent in connection with the Offer;
B. may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties;
C. may rely on and shall be held harmless in acting upon duly authorized written or oral instructions from the Company with respect to any matter relating to its acting as Agent specifically covered by this Agreement; and
D. may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel.