Matters Related to Agent Sample Clauses

Matters Related to Agent. Each party agrees and acknowledges that (i) Agent acts solely as agent on a disclosed basis with respect to the Transaction, and (ii) Agent has no obligation, by guaranty, endorsement or otherwise, with respect to the obligations of either Company or Dealer hereunder, either with respect to the delivery of cash or Shares, either at the beginning or the end of the Transaction. In this regard, each of Company and Dealer acknowledges and agrees to look solely to the other for performance hereunder, and not to Agent.
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Matters Related to Agent. The rights and obligations of the Agent shall be as set forth in Section 9.09 of the Stock Purchase Agreement.
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Matters Related to Agent. Each party agrees and acknowledges that (i) the Agent acts solely as agent on a disclosed basis with respect to the transactions contemplated hereunder, and (ii) the Agent has no obligation, by guaranty, endorsement or otherwise, with respect to the obligations of either Seller or Buyer hereunder, either with respect to the delivery of cash or shares of Common Stock, either at the beginning or the end of the transactions contemplated hereby. In this regard, each of Seller and Buyer acknowledges and agrees to look solely to the other for performance with respect to each Tranche hereunder, and not to the Agent.
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Matters Related to Agent. (a) The Agent is acting solely as agent of Buyer on a disclosed basis with respect to the transactions contemplated hereby.
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Matters Related to Agent. (i) Agent has received or will receive other remuneration from Party A in relation to the Transaction. The amount and source of such other remuneration will be furnished upon written request.
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Matters Related to Agent. (i) Société Générale is not registered as a broker or dealer under the Exchange Act. SG Americas Securities, LLC has acted solely as agent for Société Générale and the counterparty to the extent required by law in connection with this Transaction and has no obligations, by way of issuance, endorsement, guarantee or otherwise, with respect to the performance of either party under this Transaction. The parties agree to proceed solely against each other, and not against SG Americas Securities, LLC as agent, in seeking enforcement of their rights and obligations with respect to this Transaction, including their rights and obligations with respect to payment of funds and delivery of securities.
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Matters Related to Agent. The provisions set forth under the caption “Miscellaneous—Matters Related to Agent” in each of the Confirmations shall survive the satisfaction, release and discharge of the Transactions and Confirmations to the extent provided for in this Agreement. Further, each party agrees and acknowledges that (i) DBSI acts solely as agent on a disclosed basis with respect to this Agreement, and (ii) DBSI has no obligation, by guaranty, endorsement or otherwise, with respect to the obligations of either Counterparty or Dealer hereunder. In this regard, each of Counterparty and Dealer acknowledges and agrees to look solely to the other for performance hereunder, and not to DBSI.
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Matters Related to Agent. Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) Nomura Securities International, Inc. (the “Agent”) is acting as agent for Dealer under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction and may transfer its rights and obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability to either party in respect of the Transaction, (iv) Dealer and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Dealer or the Agent, other than the representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of Dealer.
Sample 1
Matters Related to Agent. Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) Nomura Securities International, Inc. (the “Agent”) is acting as agent for Dealer under this Amendment pursuant to instructions from such party, (ii) the Agent is not a principal or party to this Amendment and may transfer its rights and obligations with respect to this Amendment, (iii) the Agent shall have no responsibility, obligation or liability to either party in respect of this Amendment, (iv) Dealer and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Dealer or the Agent, other than the representations expressly set forth in this Amendment or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in connection with this Amendment. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of Dealer. This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Very truly yours, NOMURA INTERNATIONAL PLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Counterparty hereby agrees to, accepts and confirms the terms of the foregoing as of the date set forth above. WAHA AC COÖPERATIEF U.A. By: /s/ Xxxxx Xx Xxxxxx Name: Xxxxx Xx Xxxxxx Title: Proxy Holder ANNEX A For each Component, the Number of Options and the Scheduled Valuation Date is set forth below: Component Number Number of Options Put Strike Price Call Strike Price Scheduled Valuation Date Final Disruption Date 1 20,000 USD 39.3840 USD 61.2640 2/19/2019 4/1/2019 2 20,000 USD 39.3840 USD 61.2640 2/20/2019 4/1/2019 3 20,000 USD 39.3840 USD 61.2640 2/21/2019 4/1/2019 4 20,000 USD 39.3840 USD 61.2640 2/22/2019 4/1/2019 5 20,000 USD 39.3840 USD 61.2640 2/25/2019 4/1/2019 6 20,000 USD 39.3840 USD 61.2640 2/26/2019 4/1/2019 7 20,000 USD 39.3840 USD 61.2640 2/27/2019 4/1/2019 8 20,000 USD 39.3840 USD 61.2640 2/28/2019 4/1/2019 9 20,000 USD 39.3840 USD 61.2640 3/1/2019 4/1/2019 10 20,000 USD 39.3840 USD 61.2640 3/4/2019 4/1/2019 11 20,000 USD 39.3840 USD 61.2640 3/5/2019 4/1/2019 12 20,000 USD 39.3840 USD 61.26...
Sample 1

Related to Matters Related to Agent

  • Matters Related to Termination (a) In the event of termination of this Agreement for any reason, including without limitation expiration of the term hereof, the Company will pay you any amounts earned but not paid through the date of termination, and the Company shall have no obligation to you for any other payments following termination of this Agreement.

  • Matters Relating to Collateral A. Creation, Perfection and Priority of Liens. The execution and ------------------------------------------ delivery of the Collateral Documents by the Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1, 6.9 and 6.10 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Administrative Agent for the benefit of Agents and Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent.

  • Collateral Matters Relating to Related Obligations The provisions of this Agreement and the other Loan Documents relating to the Collateral shall extend to and be available in respect of any Secured Obligation arising under any Hedging Contract or Cash Management Obligation or that is otherwise owed to Persons other than the Facility Agents, the Lenders and the Issuers (collectively, “Related Obligations”) solely on the condition and understanding, as among the Facility Agents and all Secured Parties, that (a) the Related Obligations shall be entitled to the benefit of the Collateral to the extent expressly set forth in this Agreement and the other Loan Documents and to such extent the Facility Agents shall hold, and have the right and power to act with respect to, the Guaranty and the Collateral on behalf of and as agent for the holders of the Related Obligations, but each Facility Agent is otherwise acting solely as agent for the Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations, (b) all matters, acts and omissions relating in any manner to the Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement and the other Loan Documents and no separate Lien, right, power or remedy shall arise or exist in favor of any Secured Party under any separate instrument or agreement or in respect of any Related Obligation, (c) each Secured Party shall be bound by all actions taken or omitted, in accordance with the provisions of this Agreement and the other Loan Documents, by any of the Facility Agents and the Requisite Lenders, each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Commitments and its own interest in the Loans, Letter of Credit Obligations and other Obligations to it arising under this Agreement or the other Loan Documents, without any duty or liability to any other Secured Party or as to any Related Obligation and without regard to whether any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no holder of Related Obligations and no other Secured Party (except the Facility Agents, the Lenders and the Issuers, to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under this Agreement or the other Loan Documents and (e) no holder of any Related Obligation shall exercise any right of setoff, banker’s lien or similar right except to the extent provided in Section 11.6 and then only to the extent such right is provided for under the documents governing such Related Obligation and exercised in compliance with Section 11.7.

  • Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer........................... 71 Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer........................ 71 Section 8.03. Limitation on Liability of the Servicer and Others.. 71 Section 8.04. Servicer Indemnification of the Trust and the Trustee.. 72 Section 8.05. The Servicer Not To Resign.......................... 72 Section 8.06. Access to Certain Documentation and Information Regarding the Receivables........................... 73 Section 8.07.

  • Matters Regarding BNY Mellon (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to each Fund the services listed on Schedule I and any SLDs attached hereto.

  • Representation Concerning Filing of Legal Actions Employee represents that, as of the date of this General Release, Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Company or any of the other Released Parties in any court or with any governmental agency.

  • Agreements Regarding Actions to Perfect Liens (a) The Second Priority Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second Priority Representative shall be in form reasonably satisfactory to the First Priority Representative.

  • Certain Matters Relating to Accounts (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

  • Actions to Perfect Liens The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1, necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by the Security Documents shall have been completed.

  • No responsibility to perfect Transaction Security The Security Agent shall not be liable for any failure to:

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