Resignation of Prior Agent Sample Clauses

Resignation of Prior Agent. Pursuant to Section 12.7 of the Tenth Amended and Restated Agreement, effective as of the Closing Date: (a) the Prior Agent hereby resigns as Agent under this Agreement and the other Loan Documents, (b) the Prior Agent hereby assigns, with the consent of the Lenders, to U.S. Bank, as the successor Agent, all of its rights, powers, privileges and duties as Agent under this Agreement and the other Loan Documents, and all other documents delivered to the Prior Agent pursuant to and in accordance with the Loan Documents, including, without limitation, in its capacity as the existing Agent, any control agreements executed in connection with any deposit account or securities account, and all other rights and interests in respect of the Collateral and all property, investments and funds now or hereafter held by the Prior Agent pursuant to the Loan Documents (collectively, the “Transferred Rights and Obligations”); provided, that, the Transferred Rights and Obligations shall in no event include any liabilities or obligations arising from any act or omission of the Prior Agent prior to the Closing Date, and provided further that, certain of such Transferred Rights and Obligations shall also continue to inure to the Prior Agent’s benefit as delineated in Section 12.1(d) herein and (c) the Borrowers acknowledge the resignation and appointment contemplated hereunder and the succession of the successor Agent to the Transferred Rights and Obligations under this Agreement and the other Loan Documents. The parties waive any notice or other conditions required for such resignation.
Sample 1
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Related to Resignation of Prior Agent

  • Termination of Prior Agreement Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

  • Termination of Prior Agreements The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

  • Amendment of Prior Agreement The Prior Agreement is hereby amended and restated and superseded in its entirety and restated herein. Such amendment and restatement shall be effective upon the execution of this Agreement by the Company and the parties required for an amendment pursuant to Section 6.6 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are waived, released and superseded in their entirety by the provisions hereof and shall have no further force or effect.

  • Incorporation of Prior Agreements This Lease and the attachments listed in Section 1.16 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord or any employee or agents of any of said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Project or concerning any other matter addressed by this Lease.

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.

  • Filing of Certificate and Perfection of Limited Partnership The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

  • Merger of Prior Agreements This Agreement and the exhibits hereto constitute the entire agreement between the parties and supersede all prior agreements and understandings between the parties relating to the subject matter hereof.

  • Effect of Prior Agreements This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Company or any predecessor of the Company and the Executive.

  • Acknowledgment of Perfection of Security Interest Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • No Breach of Prior Agreement I represent that my performance of all the terms of this Agreement and my duties as an employee of the Company will not breach any invention assignment, proprietary information, confidentiality or similar agreement with any former employer or other party. I represent that I will not bring with me to the Company or use in the performance of my duties for the Company any documents or materials or intangibles of a former employer or third party that are not generally available to the public or have not been legally transferred to the Company.

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