Role of the Agent. The Subscriber acknowledges that the Agent has been appointed by the Partnership to act as the agent of the Partnership to market the Units on a private placement basis and, in connection therewith, the General Partner (on behalf of the Partnership) and the Agent have entered into an agreement (the "Agency Agreement") pursuant to which the Agent, in connection with the issue and sale of the Units, will receive compensation from the Partnership. The Subscriber hereby irrevocably authorizes the Agent to:
(a) negotiate and settle the form of any certificates to be delivered and any agreement to be entered into in connection with the Offering and to vary, amend, alter or waive, on its own behalf and on behalf of the purchasers of Units, in whole or in part, or extend the time for compliance with, any of the conditions for completing the sale of the Units in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations or the obligations of such others hereunder; provided, however, that the Agent shall not vary, amend, alter or waive any such condition where to do so would result in a material adverse change to any of the material attributes of the Units;
(b) allocate the Units being offered pursuant to the Offering and in accordance with the terms of the Agency Agreement;
(c) act as its representative at the Closing with full power of substitution, as its true and lawful attorney and agent with the full power and authority in its place and stead to swear, execute, file and record any document necessary to accept delivery of, and to accept delivery of, certificates representing the Units on the Closing Date, to terminate this subscription on its behalf in the event that any condition precedent to the Offering has not been satisfied, to execute a receipt for such certificates and all other documentation, and to deliver such certificates to the Subscriber as set out in this Subscription Agreement promptly after Closing;
(d) complete or correct any errors or omissions in this Subscription Agreement and any form or document provided by the Subscriber;
(e) receive on the Subscriber's behalf certificates representing the Units purchased pursuant to this Subscription Agreement and may cause the registration of such certificates in such format as the Agent shall determine;
(f) approve any opinions, certificates or other documents addressed to the Subscriber; (g) waive, in whole or i...
Role of the Agent. The provisions of Schedule 9 (Agency Provisions) are incorporated by reference herein.
Role of the Agent. 23.1 Appointment of the Agent and the Security Trustee
(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
Role of the Agent. The provisions set out in this Clause 25 are not applicable to any of the Master Repurchase Agreements.
Role of the Agent. 2.1 Any reference in this Agreement to the Agent shall, unless expressly otherwise provided, be a reference to the Agent acting for its own benefit and for the benefit of the Lender.
Role of the Agent. For the purposes of this Clause 28 only, a reference to a “Finance Document” or the “
Role of the Agent. Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) 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, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction,
Role of the Agent. (1) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(2) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Lenders.
(3) The Agent shall promptly notify the Lenders of any Default arising under Clause 23.1 (Non-payment).
(4) The Agent does not have any duties except those expressly set out in the Finance Documents. Its duties under the Finance Documents are solely mechanical and administrative in nature.
Role of the Agent. (a) The Agent shall hold the benefit of the Security Documents on trust for the Secured Parties.
(b) The Agent does not have any duties except those expressly set out in the Transaction Documents. In particular, the Agent shall not be subject to the duty of care imposed on trustees by the Trustee Axx 0000.
