Disbursement Agent Clause Samples
The Disbursement Agent clause designates a specific party responsible for managing and distributing funds or payments on behalf of the parties involved in an agreement. Typically, this agent receives funds from one or more parties and then allocates or releases those funds according to the terms set out in the contract, such as paying vendors, settling debts, or distributing proceeds after a transaction closes. By appointing a Disbursement Agent, the clause ensures that financial transactions are handled impartially and efficiently, reducing the risk of disputes or delays over payments.
Disbursement Agent. The Disbursement Agent shall hold Initial Term Loans in an amount equal to the Unidentified Claimant Term Loan Amount for the benefit of the Unidentified Claimants until the earlier of (x) the Reversion Date, at which time all remaining Initial Term Loans held by the Disbursement Agent shall be cancelled, terminated and discharged pursuant to Section 2.04(b) and (y) the date on which all of the Disbursement Agent’s rights and obligations hereunder are assigned to Claimant Assignees and/or discharged, terminated and cancelled, in each case, in accordance with the last paragraph of Section 10.07(b). In connection with any vote, consent or other instruction that the Disbursement Agent shall be entitled to deliver with respect to the Initial Term Loans it holds for the benefit of the Unidentified Claimants, the Disbursement Agent shall vote such Initial Term Loans (or shall give instructions with respect to such Initial Term Loans) in the same proportion as the other Loans entitled to vote or give such instruction have voted or given such instruction. For the avoidance of doubt, iHeartCommunications, Inc. shall be deemed to be acting in its capacity as Disbursement Agent and Initial Lender with respect to the relevant provisions in this Agreement relating to Unidentified Claimants, and not in its capacity as the Borrower; provided that, acting in such capacity as Disbursement Agent shall not otherwise affect its rights and obligations under this Agreement in its capacity as Borrower, except as expressly set forth herein.
Disbursement Agent. The Disbursement Agent may be removed by the Issuers. The removal of the Disbursement Agent and appointment of a successor Disbursement Agent shall become effective only upon the successor Disbursement Agent’s acceptance of appointment as provided in this Section 14.1.
14.1.1 The Disbursement Agent may resign in writing at any time and be discharged from all duties hereunder upon 30 days’ written notice to all parties hereto. The Trustee (if a different Person than the Disbursement Agent) or the holders of a majority in principal amount of the then outstanding Notes may remove the Disbursement Agent upon 30 days written notice by so notifying the Disbursement Agent, the Trustee and the Issuers.
14.1.2 If the Disbursement Agent resigns or is removed or if a vacancy exists in the office of Disbursement Agent for any reason, the Disbursement Agent shall notify the Trustee of such within five (5) Business Days and the Trustee shall notify the holders of the Notes within five (5) Business Days of its receipt of notice from the Disbursement Agent and the Trustee (if a different Person than the Disbursement Agent) shall, and the holders of a majority in principal amount of the then outstanding Notes (if such holders provided a notice pursuant to Section 14.1.1 or if there is no Trustee capable of acting at such time) may, promptly appoint a successor Disbursement Agent reasonably acceptable to the Issuers. Within one year after any successor Disbursement Agent appointed by the Trustee takes office, the holders of a majority in principal amount of the then outstanding Notes may appoint a successor Disbursement Agent reasonably acceptable to the Issuers to replace the Disbursement Agent appointed by the Trustee.
14.1.3 If a successor Disbursement Agent does not take office within 60 days after the retiring Disbursement Agent resigns, the retiring Disbursement Agent, the Trustee, the Issuers or the holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Disbursement Agent.
14.1.4 A successor Disbursement Agent shall deliver a written acceptance of its appointment to the retiring Disbursement Agent, the Issuers and the Trustee. Thereupon, the removal of the Disbursement Agent shall become effective, and the successor Disbursement Agent shall have all the rights, powers and duties of the Disbursement Agent under this Agreement. A retiring Disbursement Agent shall prom...
Disbursement Agent. (a) The Disbursement Agent hereby agrees and acknowledges for the benefit of each other Party that no monies are due and payable to it in its capacity as Disbursement Agent under the Finance Documents and that with immediate and automatic effect on the Effective Time its role as Disbursement Agent under the Finance Documents will be concluded, that it shall have no rights (including with respect to indemnities) as Disbursement Agent under the Finance Documents (including in respect of any contingent liabilities) and that it will not be a Disbursement Agent under the Amended and Restated Facilities Agreement and it resigns as Disbursement Agent under the Finance Documents. Each other Party agrees and acknowledges for the benefit of the Disbursement Agent that with immediate and automatic effect on the Effective Time the Disbursement Agent’s role as the Disbursement Agent under the Finance Documents shall conclude and the Disbursement Agent shall have no obligations as the Disbursement Agent under the Finance Documents and accepts that resignation.
(b) Paragraph (a) above shall not apply to any obligations of confidentiality, which shall continue on their existing terms.
Disbursement Agent. (a) The Lender Beneficiaries may appoint or designate the Disbursement Agent to exercise or enforce their rights and remedies under this Guaranty and to otherwise act on their behalf in all matters related hereto. Completion Guarantor shall respect and treat any and all actions so taken by the Disbursement Agent as if taken by the Lender Beneficiaries.
(b) All references in this Guaranty to the Disbursement Agent shall mean and be construed as the Disbursement Agent acting pursuant to the Disbursement Agreement.
Disbursement Agent. The party designated by the Manager to disburse the investment proceeds from an Offering in accordance with a Disbursement Agreement. The Disbursement Agent may be an Affiliate of the Manager. Disbursement Agreement - The agreement to be entered into between the Owner and a Disbursement Agent to disburse the investment proceeds from an Offering. Legal Requirements - All public laws, statutes, ordinances, orders, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments and governmental authorities, which, now or hereafter, may be applicable to the Project and the operation thereof, including, without limitation, those relating to zoning, building, fire safety, environmental and health, employee benefits, and providing continued health care coverage under the Employees Retirement Income Security Act of 1974, as amended. Management Fee - The fees payable to the Manager as set forth in Article IV hereof. Offering - The private placement memorandum of the Owner that may be used to raise equity investment proceeds from foreign national investors pursuant to an EB-5 Private Placement Offering (the "EB-5 Offering"), and/or other investors via conventional investment banking efforts. Project - The construction, financing, development and operation of a 229 unit, residential apartment building of approximately 543,936 square foot upon the Hollywood, Florida property (known as "Block 40, City of Hollywood Plat Book B, page 21 of the Public Records of Broward County, Florida) in accordance with plans of F▇▇▇▇▇▇▇▇ ▇▇▇▇. It is currently contemplated the Project will be marketed under the name "Young Circle Commons" and that it will be financed all or in part by the Offering and/or HUD Financing, and/or conventional investment banking efforts.
Disbursement Agent. There shall be a Disbursement Agent whose purpose is to facilitate the distribution among the Stockholders of the Acquisition Consideration delivered by T-NDE under the Acquisition Agreements, and to facilitate the efficient communication between T-NDE and the Stockholders thereunder. The Stockholders entitled to receive at least 80% of the Acquisition Consideration shall appoint one Stockholder to serve as the Disbursement Agent, who can only be substituted by a similar vote of the Stockholders, upon written notice to T-NDE. The undersigned Stockholders hereby appoint Stockholder James W. Law as the Disbursem▇▇▇ ▇▇▇▇t.
(a) Attorney-in-fact; Scope of Authority. The Stockholders hereby appoint the Disbursement Agent, or any substitute Disbursement Agent, as the true and lawful attorney-in-fact for Stockholders. In his capacity as attorney-in-fact, the Disbursement Agent shall have the authority to do and perform any act whatsoever necessary or desirable to be done in connection with all matters relating to the Acquisition Agreements, the undersigned Stockholders hereby ratifying and approving the acts of said attorney-in-fact, and the signature of said attorney-in-fact shall constitute the act of any or all Stockholders. Specifically, but not by way of limitation, the Disbursement Agent shall have the following powers:
(i) to take delivery of the Promissory Note as provided for in Section 1.04 and to act as holder thereof, receiving principal and interest payments thereunder on behalf of Stockholders, in accordance with the terms of this Agreement and the Promissory Note;
(ii) to take delivery of all notices and correspondence as provided for or arising out of the Acquisition Agreements;
(iii) to act on behalf of the Stockholders to amend, modify, waive, or release any of the terms or provisions of the Acquisition Agreements as the Disbursement Agent deems appropriate, any such amendment, modification, waiver or release executed or granted by the Disbursement Agent to be binding upon and enforceable against all Stockholders to the same extent as if such amendment, modification, waiver or release had been executed by such Stockholder.
Disbursement Agent. The Agent shall have received a certificate of the Disbursement Agent as to the incumbency and specimen signatures of the officers of the Disbursement Agent authorized to make drawings, to execute and present certificates under the Letters of Credit, and otherwise to communicate with the Agent with respect thereto.
Disbursement Agent. A disbursement agent for the Loan acceptable to Lender (the "Disbursement Agent") shall be retained by Lender at Borrower's reasonable cost and expense. The Disbursement Agent shall review and verify all Requests for Construction Advance and all other information required under Section 18 for Construction Advances and all other information deemed necessary by Lender related to the progress of the Work. Lender and Borrower agree that the Disbursement Agent at Lender's request shall disburse Advances directly to Title Company, Contractor or Subcontractors. The Disbursement Agent may be the Title Company or other person or entity acceptable to Lender or Lender's personnel. If Lender's personnel act as Disbursement Agent, Borrower shall still be responsible for all reasonable costs and expenses related thereto.
Disbursement Agent. Rock Hill Ventures, Inc. a Pennsylvania corporation, wholly owned by ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D., and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, is hereby designated as the disbursement agent for the Payees (the "Disbursement Agent"). Acquiror's obligations under Section 1.6(a) with respect to each cash payment and stock issuance shall be satisfied when it delivers to the Disbursement Agent checks payable to the respective Payees and stock certificates in the names of the respective Payees.
Disbursement Agent. U.S. Bank National Association, or such other disbursement agent selected by Buyer.