Custody Agreement. The parties understand and agree that this Loan Servicing Agreement shall be subject to the term and conditions of the Custody Agreement. In the event of any inconsistency between the terms and conditions of the Custody Agreement and the Loan Servicing Agreement, the terms and conditions of the Loan Servicing Agreement shall govern.
Custody Agreement. The Power of Attorney (if executed by such Selling Stockholder) and related Custody Agreement with respect to such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and constitute valid and legally binding obligations of such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Custody Agreement. Such Selling Stockholder has full right, power and authority to enter into a Letter of Transmittal and Custody Agreement (“Custody Agreement”), with Xxxxx Fargo Bank, National Association, as Custodian (the “Custodian”); pursuant to the Custody Agreement the Selling Stockholder has placed in custody with the Custodian, for delivery under this Agreement, the certificates representing the Securities to be sold by such Selling Stockholder; such certificates represent validly issued, outstanding, fully paid and nonassessable shares of Common Stock; and such certificates were duly and properly endorsed in blank for transfer, or were accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the Underwriters, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever.
Custody Agreement. Such Selling Shareholder has full right, power and authority to execute and deliver this Agreement and the Custody Agreement signed by such Selling Shareholder and the Company, as custodian (in such capacity, the “Custodian”), relating to the deposit of the Offered Shares to be sold by such Selling Shareholder (the “Custody Agreement”) in connection with the offer and sale of the Offered Shares contemplated herein and to perform its obligations under such agreements.
Custody Agreement. The Custody Agreement is or when executed will be currently in full force and effect and the Seller is or when executed will be in compliance with all of its obligations, covenants or conditions contained in the Custody Agreement.
Custody Agreement. The Selling Shareholder has duly executed and delivered the custody agreement ("Custody Agreement"), in the form heretofore delivered to the Representative. The person designated by the Selling Shareholder in the Custody Agreement as custodian will be referred to herein as the "Custodian." Certificates in negotiable form representing the Selling Shareholder's Shares to be sold by the Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly given, and the Selling Shareholder has full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder agrees that the Common Stock represented by the certificates he has deposited with the Custodian are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether by the death or incapacity of the Selling Shareholder, or by the occurrence of any other event. If any such death or incapacity should occur, or if any other event should occur, before the delivery of the Selling Shareholder's Shares hereunder, to the extent not prohibited by law, the certificates for such Common Stock deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof.
Custody Agreement. The Custody Agreement with respect to each Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and constitute valid and legally binding obligations of each such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
Custody Agreement. In the event of a conflict between this Agreement, the Custody Agreement and any other agreement between Custodian and Pledgor, the terms of this Agreement will prevail.
Custody Agreement. The Chargor will remain liable under the Custody Agreement to perform all the obligations assumed by it under the Custody Agreement. None of the Secured Party, its agents, any receiver or any other person will at any time be under any obligation or liability to the Custodian under or in respect of the Custody Agreement. The Chargor must not amend or waive any provision of or terminate the Custody Agreement without the prior consent of the Secured Party.
Custody Agreement. Such Selling Stockholder has duly and irrevocably authorized, executed and delivered a custody agreement, in substantially the form heretofore delivered by the Underwriters (the “Custody Agreement”), with Computershare Inc. as custodian for such Selling Stockholder (in such capacity, the “Custodian”), pursuant to which such Selling Stockholder has placed in custody with the Custodian for delivery under this Agreement certificates for all of the shares of Stock to be sold by such Selling Stockholder hereunder, in negotiable and suitable form for transfer or delivery or accompanied by duly executed instruments of transfer or assignment in blank; and the Custody Agreement is a valid and binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms. The Custodian is authorized to deliver the Stock to be sold by such Selling Stockholder hereunder and to accept payment therefor.
