Issuer Agreements Sample Clauses

Issuer Agreements. Upon reasonable request of the Lender and if required to perfect the security interest of the Lender in any Pledged Interests, each Loan Party that is the issuer of any Pledged Interests shall and shall cause each other Person that is the issuer of any Pledged Interests to (a) acknowledge in writing the security interest and Lien of the Lender in such Collateral granted by the Loan Party owning such Pledged Interests, (b) agree in writing that, with respect to any such Pledged Interests, it will comply with the instructions originated by the Lender without further consent of any other Loan Party and (c) confirm and agree in writing that, with respect to any such Pledged Interests, it has not received notice of any other Lien therein (other than the Lien in favor of the Lender hereunder) and will not comply with the instructions originated by any Person (other than the Lender) without further consent of the Lender.

Issuer Agreements. Upon request of the Agent, each Loan Party that is the issuer of any Pledged Interests shall and shall cause each other Person that is the issuer of any Pledged Interests to (a) acknowledge in writing the security interest and Lien of the Agent in such Collateral granted by the Loan Party owning such Pledged Interests, (b) agree in writing that, with respect to any such Pledged Interests, it will comply with the instructions originated by the Agent without further consent of any other Loan Party and (c) confirm and agree in writing that, with respect to any such Pledged Interests, it has not received notice of any other continuing Lien therein (other than the Lien in favor of the Agent hereunder) and will not comply with the instructions originated by any Person (other than the Agent) without further consent of the Agent.

Issuer Agreements. The Issuer agrees, covenants, represents and warrants as follows: (a) The Issuer confirms that based solely on the information provided to the Issuer prior to its execution of this Issuer Agreement (it being understood that the Issuer has received the Margin Loan Agreement and the Security Agreement), the Issuer has no objection to the Transactions and none of the Transactions or any Exercise of Remedies violates, or is restricted in any manner by, any constitutional document of the Issuer or any other agreement to which the Issuer is a party (in all respects subject to the Foreclosure Limitations), or any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or other policy or rule of the Issuer. (b) The Issuer agrees and acknowledges that the Borrower shall have the right to pledge and sell the Pledged Preferred Stock or Pledged Common Stock to the extent permitted in connection with, and that the Transactions constitute “Back Leverage” pursuant to the terms of the Investment Agreement. The Issuer further agrees and acknowledges that any transferee of the Pledged Preferred Stock or Pledged Common Stock in an Exercise of Remedies shall not be subject to any restriction on transfer applicable to the Borrower pursuant to the Investment Agreement. (c) The Issuer acknowledges that pursuant to the Security Agreement, the Borrower can assign by way of security to the Lender its rights as a Holder (as defined in the Registration Rights Agreement) under the Registration Rights Agreement (as defined in the Investment Agreement), and confirms that it has no objection to the assignment of such rights thereunder or any transfers of Pledged Preferred Stock or Pledged Common Stock to the Lender made in connection with the grant of the security interest to the Lender under the Security Agreement or any Exercise of Remedies. (d) Except as required by applicable law and stock exchange rules, as determined in good faith by the Issuer, the Issuer will not take any actions intended to hinder or delay any Exercise of Remedies by the Lender pursuant to the Margin Loan Agreement or the Security Agreement. Without limiting the generality of Sections 1(f) through 1(h) below, the Issuer agrees, upon the Lender’s request in connection with any Exercise of Remedies, to cooperate in good faith (and in accordance with applicable law) with the Lender and/or the Issuer’s transfer agent in any transfer of Pledged Preferred Stock or Pledged Common Stock or conversion of Pledged Preferred Stock to Pledged Common Stock, in each...

Issuer Agreements. Each US Incorporated Obligor that is the issuer of any Pledged Interests hereby (a) acknowledges the security interest and Lien of Agent in such US Collateral granted by the US Incorporated Obligor owning such Pledged Interests and (ii) agrees that, with respect to any such Pledged Interests but subject to the Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default, it will comply with the instructions originated by Agent without further consent of any other Obligor.

Issuer Agreements. Each US Facility Grantor that is the issuer of any Pledged Interests hereby (a) acknowledges the security interest and Lien of Agent in such Collateral granted by the US Facility Grantor owning such Pledged Interests and (ii) agrees that, with respect to any such Pledged Interests, following the occurrence and during the continuance of an Event of Default, it will comply with the instructions originated by Agent without further consent of any other US Facility Grantor.

Issuer Agreements. Promptly after a MCC Issuer has agreed to license the CROWDPAY White Label Services, MCC shall enter into an agreement with such MCC Issuer (an "ISSUER Agreement"). CROWDPAY shall not be obligated to provide CROWDPAY White Label Services for any MCC Issuer that has not entered into an ISSUER Agreement with MCC. The ISSUER must provide MCC with the rights necessary to meet its obligations under this Agreement, including but not limited to: (i) the right to grant to CROWDPAY, pursuant to Section 2.4, the right to provide CROWDPAY Services; (ii) the right to grant to CROWDPAY, pursuant to Section 2.7, the right to use, reproduce, publish, perform and display the Issuer Marks; and (iii) The right to provide for the placement Omni Links in accordance with Section 2.5. The ISSUER Agreements shall also include provisions, to be approved in writing by CROWDPAY, regarding the indemnification of CROWDPAY by the MCC Issuer, liability limitations and warranty disclaimers.

Issuer Agreements. Each Borrower that is the issuer of any Pledged Interests hereby (a) acknowledges the security interest and Lien of Agent in such Collateral granted by the Borrower owning such Pledged Interests and (b) agrees that, with respect to any such Pledged Interests, following the occurrence and during the continuance of an Event of Default, it will comply with the instructions originated by Agent without further consent of any other Borrower or any other Person.