Rights, Duties and Obligations. Effective as of the Effective Date, the Successor Agent hereby succeeds to and is vested with all the rights, powers, privileges and duties of the Administrative Agent under and in connection with the Revolving Credit Agreement and the other Assigned Loan Documents, it being understood that nothing in this Agreement shall affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article XI and Section 12.03 of the Revolving Credit Agreement and of any other Loan Document with respect to any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and their respective Related Parties while the Resigning Agent was acting as Administrative Agent, all of which shall survive the Resigning Agent’s resignation and shall continue in effect for the benefit of the Resigning Agent, any of its subagents and their respective Related Parties. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that this Agreement does not constitute an assumption by (a) the Successor Agent of any liability or obligation of the Resigning Agent, any Affiliate of the Resigning Agent or any appointee or agent of the Resigning Agent arising out of or in connection with any action or inaction by the Resigning Agent, any Affiliate of the Resigning Agent or any appointee or agent of the Resigning Agent under or in connection with the Revolving Credit Agreement or any other Loan Document, or (b) the Resigning Agent of any liability or obligation of Wilmington or any appointee or agent thereof arising out of any action or inaction by Wilmington or such appointee or agent under the Revolving Credit Agreement or any other Loan Document. The parties hereto agree that (i) Wilmington, in its individual capacity and in its capacity as Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the Effective Date, with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and (ii) Xxxxx Fargo, in its individual capacity and in its capacity as Resigning Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby.
Rights, Duties and Obligations. OF THE COUNTY 3 SECTION 3.01 RIGHTS, DUTIES, AND OBLIGATIONS OF THE COUNTY 3
Rights, Duties and Obligations. 1. Effective as of the Effective Date, the Successor Agent shall be vested with all the rights, powers, discretion and privileges of the Existing Agent (including, for the avoidance of doubt, for the purpose of Italian law, the power to act, also with the authorization pursuant to article 1395 of the Italian Civil Code, as mandatario con rappresentanza of the Lenders) as described in the Existing Credit Documents and the Successor Agent assumes, from and after the Effective Date, the obligations, responsibilities and duties of the Existing Agent in accordance with the terms of the Existing Credit Documents, and, except as set forth in Sections 5 and 6 hereof, the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent, Collateral Agent and Swing Line Lender under the Existing Credit Documents. Nothing in this Agreement or any other Existing Credit Documents shall be deemed a termination of the protective provisions and indemnities (collectively, the “Protective Provisions”) of any Existing Credit Document (including, without limitation, Section 9 and Sections 10.2 and 10.3 of the Credit Agreement, which provisions shall continue in effect for the benefit of the Existing Agent, its sub-agents and their respective affiliates in respect of any actions taken or omitted to be taken by any of them while acting as the Existing Agent or after the date hereof that survive the Existing Agent’s resignation pertaining to GSLP in its capacity as Administrative Agent, Collateral Agent and/or Swing Line Lender. Any amounts owed to the Existing Agent under this Agreement or under the Existing Credit Documents in its capacity as the Existing Agent shall constitute “Obligations” for all purposes of the Existing Credit Documents and shall be entitled to the priority currently afforded thereto by the terms of the Existing Credit Documents. The parties hereby agree that the Protective Provisions shall apply to all actions taken by GSLP in its capacity as the Existing Agent under or in connection with this Agreement or the Existing Credit Documents, whether taken before, on or to the extent in accordance with Section 5 hereof after the Effective Date. The Successor Agent hereby acknowledges that (i) neither the Existing Agent nor any of its affiliates has made or shall be deemed to have made any representation or warranty to the Successor Agent and (ii) it has, independently and without reliance upon the Existing Agent or any of its affil...
Rights, Duties and Obligations. Subsequent to the Closing:
Rights, Duties and Obligations. OF THE CITY 3 SECTION 3.01 RIGHTS, DUTIES, AND OBLIGATIONS OF THE CITY 3 ARTICLE IV. RIGHTS, DUTIES, AND OBLIGATIONS OF THE AGENCY 4 SECTION 4.01 RIGHTS, DUTIES, AND OBLIGATIONS OF THE AGENCY 4 ARTICLE V. TERM AND TERMINATION 4 SECTION 5.01 TERM 4 SECTION 5.02 TERMINATION 5 SECTION 5.03 NOTICE 5 ARTICLE VI. DISPUTE RESOLUTION 5 SECTION 6.01 INTENT AND PROCEDURE 5 SECTION 6.02 MEDIATION 5 SECTION 6.03 LITIGATION 5 SECTION 6.04 VENUE 6 SECTION 6.05 WAIVER OF JURY TRIAL 6 ARTICLE VII. MISCELLANEOUS 6 SECTION 7.01 ASSIGNMENT 6 SECTION 7.02 MODIFICATION 6 SECTION 7.03 GOVERNING LAW 6 SECTION 7.04 SEVERABILITY 6 SECTION 7.05 WAIVER 6 SECTION 7.06 ACKNOWLEDGMENT 6 SECTION 7.07 THIRD PARTY BENEFICIARIES 7 SECTION 7.08 ENTIRE AGREEMENT 7 SECTION 7.09 COUNTERPARTS 7 SECTION 7.10 SURVIVAL 7 SECTION 7.11 FORCE MAJEURE 7 SIGNATURE PAGES ……………………………………………………………… ...... S-1 THROUGH S-2 EXHIBIT A – CITY OF XXXXXXXX BENEFITS GUIDE JOINT POWERS AGREEMENT THIS JOINT POWERS AGREEMENT (the “Agreement”) is made and entered into this th day of October, 2019, (the “Effective Date”), by and between the City of Moorhead, Minnesota, a Minnesota political subdivision (the “City”); and the Xxxxxxxx Public Housing Agency, a municipal corporation and political subdivision of the State of Minnesota (the “Agency”) (collectively, the “Parties”).
Rights, Duties and Obligations. (a) As of the date hereof, BANA is hereby vested with all the rights, powers, discretion and privileges of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, as described herein, and Citibank and BANA jointly assume from and after the date hereof, all of the obligations, responsibilities and duties of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, in accordance with the terms hereof and the Collateral Trust Agreement.
Rights, Duties and Obligations. (a) As of the date hereof, Wilmington is hereby vested with all the rights, powers, discretion and privileges of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, as described herein, and BANA and Wilmington jointly assume from and after the date hereof, all of the obligations, responsibilities and duties of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, in accordance with the terms hereof and the Collateral Trust Agreement.
Rights, Duties and Obligations. (a) The Existing Agent, from and after the Effective Date, assigns, and Successor Agent is hereby vested with, all the rights, powers, discretion and privileges of the Existing Agent as Individual Trustee, Corporate Trustee and Collateral Trustee as described in the Collateral Trust Agreement, the Indemnity Agreement, the Security Agreement, the Pledge Agreement, the Fleet Mortgage, the IP Agreement and all other Security Documents to which the Individual Trustee, Corporate Trustee or the Collateral Trustee is a party, and assumes the obligations, responsibilities and duties of the Existing Agent, in each case in accordance with the terms of the Collateral Trust Agreement, the Security Agreement, the Pledge Agreement, the Indemnity Agreement, the Fleet Mortgage, the IP Agreement and all other Security Documents. The Existing Agent’s rights, powers, privileges and duties under the Security Documents shall be terminated and the provisions of the Security Documents, including, without limitation, Sections 4.6 and Section 5.2 of the Collateral Trust Agreement and Section 4 of the Indemnity Agreement, to the extent they pertain to the Existing Agent in its capacity as Individual Trustee, Corporate Trustee or Collateral Trustee, as applicable, prior to the Effective Date, shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Trustee under the Security Documents.
Rights, Duties and Obligations. Effective as of the Effective Date, Wilmington succeeds and is hereby vested with all the rights, interests, powers, privileges and duties of the Existing Agent under and in connection with the Credit Agreement and the other Loan Documents (other than indemnifications and other rights which, by the terms of the Credit Agreement and the other Loan Documents, survive the Existing Agent's resignation, without acknowledging or implying any right thereto), and the Successor Agent assumes from and after the Effective Date the obligations, responsibilities and duties of the Existing Agent, in accordance with the terms of the Credit Agreement and the other Loan Documents. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that this Agreement does not constitute an assumption by (a) the Successor Agent of any liability or obligation of Bank of America, any affiliate of Bank of America or any appointee or agent of Bank of America arising out of or in connection with any action or inaction by Bank of America (as Administrative Agent or otherwise), any affiliate of Bank of America or any appointee or agent of Bank of America under or in connection with the Credit Agreement or any other Loan Document, including, without limitation, in respect of any Disputed Matter (as defined below), or (b) Bank of America of any liability or obligation of Wilmington or any appointee or agent thereof arising out of any action or inaction by Wilmington or such appointee or agent under the Credit Agreement or any other Loan Document.
Rights, Duties and Obligations. RESELLER may:
