PROVISIONS CONCERNING AGENT Sample Clauses

PROVISIONS CONCERNING AGENT. In the event of any conflict between the following and other provisions in this Agreement, the following will control:
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PROVISIONS CONCERNING AGENT. 18 Section 11.1
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PROVISIONS CONCERNING AGENT. The Agent shall be authorized (a) in connection with the Closing, to execute and deliver all certificates, documents and agreements on behalf of and in the name of the Securityholders and the Company necessary to effectuate the Closing and related transactions, (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement and (c) to receive on behalf of the Securityholders any payments due from Buyer hereunder, including pursuant to Sections 1.8 and 1.9 and Article 6 hereof, and shall be responsible to distribute the same to the Persons entitled thereto, and delivery by the Buyer to the Agent of any such payments shall satisfy in full Buyer's obligations and forever discharge Buyer's liabilities with respect thereto; provided, however, that if the effect of any such amendment, modification or waiver on the Securityholders (other than the Warrantholders and their Affiliates) is different in any material and adverse respect from the effect on the Warrantholders and their Affiliates, then the prior written consent of a majority-in-interest of such Securityholders (determined based upon the number of shares of Common Stock held by such Securityholders and assuming the exercise or conversion of all Company Securities into Common Stock) shall also be required for such amendment, modification or waiver. The Agent shall also be authorized to take all actions on behalf of the Securityholders in connection with any claims under Article 6 of this Agreement, to initiate, prosecute, defend and/or settle such claims, and to make payments in respect of any claims brought against the amounts held by Escrow Agent in the Escrow Fund. The Agent will not receive a fee for serving as the agent of the Securityholders hereunder. The Agent shall be entitled to engage counsel and other advisors and the reasonable fees and expenses of such counsel and advisors may be paid from the Agent Fund. The Agent shall not be liable to any Securityholder for any action taken by it pursuant to this Agreement, and the Securityholders shall jointly and severally indemnify and hold the Agent harmless from any Losses arising out of it serving as agent hereunder, except in each case if and to the extent the Agent has engaged in bad faith or willful misconduct. The Agent is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of...
Sample 1
PROVISIONS CONCERNING AGENT. The Agent shall not be liable to any Seller for any action taken by it in good faith pursuant to this Agreement, and the Sellers shall jointly and severally indemnify the Agent from any losses, claims, damages and expenses arising out of its serving as agent hereunder.
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PROVISIONS CONCERNING AGENT. 19- Section 11.1 Appointment and Authority................................................................... -19- ------------------------- Section 11.2 Exculpation, Agent's Reliance, Etc.......................................................... -19- ---------------------------------- Section 11.3 Participant's Credit Decisions.............................................................. -20- ------------------------------ Section 11.4 Indemnity................................................................................... -20- --------- Section 11.5 Agent's Rights as Participant and Deposit Taker............................................. -20- -----------------------------------------------
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Related to PROVISIONS CONCERNING AGENT

  • Provisions Concerning the Escrow Agent 10.1. This Escrow Agreement sets forth, exclusively, the duties of the Escrow Agent and no additional duties or obligations shall be inferred herefrom or implied hereby.

  • Provisions Concerning the Accounts and the Licenses (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records.

  • Provisions Concerning All Collateral 13 6.1. Protection of Collateral Agent's Security......................................... 13 6.2. Warehouse Receipts Non-Negotiable................................................. 14 6.3.

  • CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL SECTION 5.1. Pledge of Additional Securities Collateral 17

  • Additional Provisions Concerning the Collateral (a) To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time to file, one or more financing or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as “all assets” or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the Code or whether any particular asset of such Grantor constitutes part of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

  • Provisions Concerning Company Common Stock (a) Except as otherwise agreed to in writing by Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”), however called, or in connection with any written consent of the Common Stockholders or the Preferred Stockholders: (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against the following actions, agreements or transactions (other than the Merger, the transactions contemplated by the Merger Agreement, the Subsidiary Transfer Agreement and the Subsidiary Transfer ): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (including any Takeover Proposal), (B) a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, (C) (1) any change in a majority of the persons who constitute the Company Board, (2) any change in the present capitalization of the Company or any amendment of the Charter Documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action requiring the approval of the Common Stockholders or the Preferred Stockholders which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder shall not enter into any Contract with any Person, the effect of which would reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this Agreement.

  • Actions Concerning Mortgage Loans To the knowledge of the Seller, there are no actions, suits or proceedings before any court, administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or related Mortgaged Property that might adversely affect title to the Mortgaged Property or the validity or enforceability of the related Mortgage or that might materially and adversely affect the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended.

  • Actions Concerning Mortgage Loan As of the date of origination and to Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.

  • Additional Provisions Concerning the Pledged Collateral (a) The Pledgor hereby authorizes the Agent to file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral.

  • Plan Provisions Control In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control.

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