Purchaser Agent. Purchaser agrees to notify the County in writing of the name of a person who will be readily available at all times during construction and logging operations and who shall be authorized to receive, on behalf of the Purchaser, any instructions given by the County in regard to performance under this contract.
Purchaser Agent. 01Appointment and Authority. Each of the Purchasers hereby irrevocably appoints Xxxxxxxxxx XX LLC (together with any successor Purchaser Agent pursuant to Section 7.06) as the Purchaser Agent hereunder and authorizes Purchaser Agent to (i) execute and deliver the Transaction Documents and accept delivery thereof on its behalf from the Company or any of its Subsidiaries, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Purchaser Agent under such Transaction Documents, (iii) act as agent of such Purchaser for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Company on the Collateral to secure any of the Obligations and (iv) exercise such powers as are reasonably incidental thereto. Except for the last paragraph of Section 7.08, the provisions of this Article VII are solely for the benefit of the Purchaser Agent and the Purchasers, and neither the Company nor any other Obligor shall have rights as a third party beneficiary of any of such provisions. Subject to Section 7.08 and Section 8.08, any action required or permitted to be taken by the Purchaser Agent hereunder shall be taken with the prior approval of the Required Purchasers.
Purchaser Agent. Section 6.l(b) is hereby amended to insert the phrase "or applicable amendment and joinder agreement (or similar agreement)" after the phrase "Assignment Agreement" in such paragraph.
Purchaser Agent. (i) With respect to the BTMU Purchaser, the BTMU Purchaser Agent, (ii) with respect to itself, the WFB Purchaser Agent, and (iii) with respect to itself, the PNC Purchaser Agent (collectively, the Purchaser Agents).
Purchaser Agent. 12.1 Each Purchaser hereby appoints The Shaar Fund, Ltd. as Purchaser Agent for such Purchaser under this Agreement, the Note and all other Related Agreements (in such capacity, the “Purchaser Agent”) solely for purposes of (i) entering into and performing under the terms of an Intercreditor and Subordination Agreement by and among the Company, Public Safety Group, Inc., Laurus Master Fund, Ltd., Aether Systems, Inc. and (ii) enforcing the terms of (and exercising remedies) under this Agreement and all Related Agreements and for no other purpose whatsoever. The Purchaser Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Related Agreements. Each Purchaser hereby irrevocably authorizes the Purchaser Agent to take such action on its behalf under this Agreement and the Related Agreements and to exercise such powers and perform such duties hereunder and thereunder as are specifically delegated to or required of the Purchaser Agent by the terms hereof and thereof and such powers as are incidental thereto. Nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Purchaser Agent any obligations except as expressly set forth herein. The Purchaser Agent shall not have, nor shall it be deemed to have, any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Related Agreement or otherwise exist against the Purchaser Agent.
12.2 Each Purchaser holds harmless the Purchaser Agent for any costs, expenses, liability, damage, claim or losses in connection with or arising out of the transactions contemplated under this Agreement and the Related Agreements except to the extent such cost, expense, liability, damage, claim or loss arises from the Purchaser Agent’s gross negligence or willful misconduct.
12.3 The Purchaser Agent may execute any of its duties under this Agreement, the Notes or any other Related Agreement by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties (including Meltzer, Lippe, Xxxxxxxxx and Breitstone LLP, who has represented Shaar, individually and as a Purchaser Agent, in this transaction and in previous transactions between Shaar and the Company). The Purchaser Agent shall not be responsible for the...
Purchaser Agent. 59 31. Miscellaneous................................................................................................ 59
(a) Opinion of Xxxxxx & Bird Exhibit 5.2 Names; Jurisdictions of Incorporation; Subsidiaries Exhibit 5.4 Disclosure Documents Exhibit 5.5(a) Shares; Voting Provisions Exhibit 5.5(b) Rights, Options, Warrants, etc. Exhibit 5.6(a) Financial Statements Exhibit 5.6
(b) Projections and Pro Forma Unaudited Consolidated Balance Sheet Exhibit 5.6
(c) Proforma Balance Sheet Exhibit 5.9 Debt, Liens, Investments, Transactions with Affiliates and Leases Exhibit 5.10 Real Property Exhibit 5.11 Litigation Exhibit 5.12(b) Environmental Filings Exhibit 5.12(d) Conflicts Exhibit 5.14 Consents Exhibit 6 Use of Proceeds Exhibit 14.11 Investments Exhibit 16 Competitors SECURITIES PURCHASE AGREEMENT INTEGRITY MEDIA, INC., a Delaware corporation (the "Target") and KONA ACQUISITION CORP., a Delaware corporation, which, upon the consummation of the Merger referenced below, will be merged with and into the Target (as defined below) with the Target being the surviving company (the "Company") agrees with Key Principal Partners III LLC, a Delaware limited liability company ("KPP") and KPP INVESTORS II L.P., a Delaware limited partnership ("KPP II" and together with KPP, the "Purchasers" and each a "Purchaser") as follows. Certain capitalized terms used herein are defined in Section 16.
Purchaser Agent. If at any time, there are more than four (4) holders of the Notes, such holders shall appoint an agent (the "Purchaser Agent") to receive copies of financial disclosures pursuant to Section 7 hereof and any notices hereunder on behalf of such holders.
Purchaser Agent. 107 ARTICLE XIII MISCELLANEOUS............................................................................. 109
Purchaser Agent. (a) Authorization and Action. VFCC hereby designates and appoints WSI as the Purchaser Agent hereunder, and authorizes the Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Purchaser Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with VFCC, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Purchaser Agent shall be read into this Agreement or otherwise exist for the Purchaser Agent. In performing its functions and duties hereunder, the Purchaser Agent shall act solely as agent for VFCC and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or any of its successors or assigns. The Purchaser Agent shall not be required to take any action that exposes the Purchaser Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Purchaser Agent hereunder shall terminate at the indefeasible payment in full of the Aggregate Unpaids.
Purchaser Agent. Wherever in this Agreement, the Note or other Purchase Documents, (i) the consent of the Purchasers is required to authorize a particular action or (ii) an action (including the declaration of an Event of Default) is otherwise required to be taken by the Purchasers, such action(s) shall be properly authorized if approved in writing by the agent designated in writing by Persons holding at least a majority of the aggregate principal of the Notes outstanding at such time (the “Purchaser Agent”). Whenever this Agreement or the other Purchase Documents require a notice, information or documents to be delivered to the Purchasers, delivery of such notice to the Purchaser Agent shall satisfy such obligation to deliver such notice, information or documents. Whenever in this Agreement or the other Purchase Documents, the Purchasers are entitled to exercise rights or remedies, take possession or control of Collateral or otherwise take action with respect to the Issuer or the Collateral, the Purchasers hereby designate the Purchaser Agent to exercise rights or remedies, take possession of Collateral or otherwise take such action with respect to the Issuer or the Collateral. The initial Purchaser Agent shall be Co-Investment 2000.
