Senior Agent. Senior Agent represents and warrants to Subordinated Creditor that as of the date hereof: (i) it is duly formed, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) it has full power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action, (iii) the execution of this Agreement by Senior Agent will not violate or conflict with its organizational documents, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained, and (iv) this Agreement has been duly executed and delivered by Senior Agent and constitutes a legal, valid and binding obligation of Senior Agent, enforceable against Senior Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.
Senior Agent s management time
Senior Agent. The Senior Agent and the Company shall have executed and delivered to you an agreement, in form and substance acceptable to you, consenting to the transactions contemplated by the Financing Documents, permitting the Company to incur and have outstanding the indebtedness and all other obligations in respect of the Note Agreement, the Warrant Agreement and the Notes, the issuance and sale of the Notes and the Warrants and the issuance of Common Stock to the holders of the Warrants upon exercise of the Warrants, permitting each Subsidiary Guarantor to enter into the Subsidiary Guaranty, and waiving any default or event of default which might have occurred by virtue of the execution and delivery of this Agreement and the other Financing Documents.
Senior Agent. Each Buyer hereby appoints Smithfield Fiduciary LLC as the Senior Agent, and authorizes the Senior Agent to act on behalf of such Buyer in connection with the Letter of Credit to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Senior Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Buyer hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Senior Agent from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Senior Agent in any way relating to or arising out of this Agreement, the Notes and any other Transaction Document, including reasonable attorneys' fees, and as to which the Senior Agent is not reimbursed by the Company; provided, however, that no Buyer shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Senior Agent's gross negligence or willful misconduct. The Senior Agent shall not be required to take any action hereunder, under the Notes or under any other Transaction Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Transaction Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Senior Agent shall be or become, in the Senior Agent's determination, inadequate, the Senior Agent may call for additional indemnification from the Buyers and cease to do the acts indemnified against hereunder until such additional indemnity is given.
Senior Agent. Receives 40 lead credits per $10,000 of annual premium written and approved.
Senior Agent. (a) It is hereby acknowledged and agreed by the other parties hereto that the Senior Agent has no responsibility for any of the obligations of any other party nor shall it be liable to any other party for any action or omission by the Senior Agent pursuant to this Agreement except to the extent that any such loss, liability, cost, damages or expenses have resulted from the Senior Agent’s gross negligence, fraud or wilful misconduct.
(b) It is hereby further acknowledged and agreed that the Senior Agent will exercise or refrain from exercising its rights, powers, benefits, duties, functions and/or discretions conferred on it under this Agreement and any other Finance Document (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination hereunder or thereunder) in accordance with and subject to the provisions of the Common Terms Agreement or the Intercreditor Agreement and, in the event of any inconsistency between the Common Terms Agreement and the Intercreditor Agreement, from the Issue Date until the redemption in full of the Notes, the Intercreditor Agreement shall prevail.
Senior Agent. The Senior Agent and the Company shall have executed and delivered to you and each of the Other Purchasers a letter, in form and substance acceptable to you, consenting to the transactions contemplated by the Financing Documents, permitting the Company to incur and have outstanding the indebtedness and all other obligations in respect of the Note Agreement, the Warrant Agreement and the Notes, the issuance and sale of the Notes and the Warrants and the issuance of Common Stock to the holders of the Warrants upon exercise of the Warrants, and waiving any default or event of default which might have occurred by virtue of the execution and delivery of this Agreement and the other Financing Documents.
Senior Agent. Senior Lenders, Junior Agent and Junior Lenders desire to set forth their relative rights and priorities regarding their respective credit arrangements with Borrower.
Senior Agent. (i) the Operating Agreement, (ii) the Mezzanine Facility, (iii) the Custody Agreement, (iv) the Collateral Support Swap and (v) such other documents as the Senior Agent or any Lender may reasonably request.
Senior Agent. Each of the Buyers hereby irrevocably designates and appoints Portside Growth & Opportunity Fund as the Senior Agent under the Security Documents and, without prejudice to the foregoing, each Buyer designates and appoints the Senior Agent as the person holding power of attorney (fondé de pouvoir) of the Buyers as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on each of their behalfs, and for their benefit, the Hypothec Agreement and any other of the Security Documents and to exercise such powers and duties which are conferred thereupon under such deeds or documents.
