Counterparties. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Counterparties. This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
Counterparties. This Amending Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Amending Agreement to produce more than one counterpart. Counterparts may be executed either in original or faxed form and the Parties adopt any signatures received by the receiving fax machine as original signatures of the Parties; provided, however, that any of the Parties providing its signature in such manner shall promptly forward to the other Parties an original of the signed copy of this Amending Agreement which was so faxed.
Counterparties. Prior to the No-Shop Period Start Date, without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), Parent shall not, and shall not permit or agree to permit any Person (acting at its direction) to, directly or indirectly, have any formal or informal commercial discussions, or directly or indirectly, enter into any commercial agreement, arrangement or understanding (whether or not binding) with any with any current or prospective customers, suppliers, partners or competitors of the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries.
Counterparties. The Company has no outstanding material disputes with any of its vendors, partners, medical centers, manufacturers or other counterparties to Material Contracts (each, a “Counterparty”). Each Counterparty is listed in Part 2.22 of the Company Disclosure Schedule. As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Company, other information from any Counterparty that such Counterparty shall not continue in its relationship with the Company (or the Surviving Entity or Parent or any of their respective Subsidiaries) after the Closing or that such Counterparty intends to terminate or materially modify existing Contracts with the Company (or the Surviving Entity or Parent or any of their respective Subsidiaries). There is no material dissatisfaction on the part of the Company with respect to any Counterparty and, to the Knowledge of the Company, there is no material dissatisfaction on the part of any Counterparty with respect to the Company.
Counterparties. (a) If the Company wishes a Lender or an Affiliate of a Lender to become a Counterparty, then it may, with the approval of the Facility Agent, deliver to the Facility Agent a completed Counterparty Accession Agreement.
(b) The relevant Lender or Affiliate shall become a Counterparty when the Facility Agent executes the relevant Counterparty Accession Agreement.
Counterparties. (i) The Manager may select, in its discretion, any counterparties (including brokers and dealers through whom a transaction is effected and counterparties from whom and to whom securities are bought and sold, as the case may be) to execute transactions for and with the Company (the “Counterparties”). On or prior to the date of this Agreement, the Manager shall provide the Company with a list of the Counterparties and shall promptly notify the Company in the event of any change or proposed change to such list. During the term of this Agreement, the Company hereby authorizes the Counterparties to execute trades and transactions for the Company in accordance with the Manager’s instructions; provided, however, at any time by notice to the Manager, the Company may, in its discretion, revoke such authorization with respect to any individual Counterparty and require the Manager to remove such Counterparty from the list. For the avoidance of doubt, following any such removal notice from the Company, any pending but unsettled trades may proceed to settlement unaffected. In selecting a Counterparty to execute a particular transaction, the Manager shall exercise its reasonable discretion and take into consideration the prompt execution of orders at the most favorable prices obtainable, and in doing so shall consider a number of factors, including, without limitation, the overall direct net economic result to the Company, the financial strength and stability of the counterparty, the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, the availability of the counterparty to stand ready to execute possibly difficult transactions in the future, and quality and reliability of the brokerage and research services made available to the Manager for the direct benefit of the Company. No client commission (“soft dollar”) arrangement between the Manager and a Counterparty covering commissions generated by the Assets shall be allowed without the prior written consent of the Company and any such arrangement must comport with the safe harbor included in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Release No. 34-23170 promulgated thereunder. Each Counterparty, for all purposes of this Agreement, unless otherwise expressly authorized under this Agreement, has no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Compan...
Counterparties. All of the Counterparties: (i) are duly organized and validly existing; and (ii) have qualified to do business in any necessary jurisdiction and have all necessary authority, and all necessary governmental or other consents and authorizations, to enter into, execute, deliver and perform the Transaction Documents and to effect the transactions required of them by the Transaction Documents. All of the Transaction Documents have been duly executed and delivered by all of the Counterparties by authorized agents or officials of such Counterparties acting within the scope of their respective authority, and in accordance with applicable law. The Transaction Documents constitute the valid and binding obligations of the Counterparties and the representations and warranties made in the Transaction Documents by the Counterparties are true.
Counterparties. If at any time the commercial paper or short term deposit ratings from any rating agency assigned to a counterparty to any Required Currency Hedge of Credit Default Swap is such that such counterparty is no longer an Eligible Counterparty, MRFC shall (x) require such counterparty to secure its obligations under any Required Currency Hedge or Credit Default Swap or (y) replace such counterparty with an Eligible Counterparty within the earlier of (A) 30 days or (B) within 5 Business Days in the event that such counterparty’s commercial paper rating or short-term deposit rating is withdrawn or downgraded below A-2 or P-2.
Counterparties. This Agreement may be executed by the parties hereto on any number of counterparties, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
