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 Any amount payable to the Senior Agent under Clause 15.3 (Indemnity to the Senior Agent), Clause 17 (Costs and Expenses) and Clause 27.10 (Senior Lenders' indemnity to the Senior Agent and Security Trustee) shall include the cost of utilising the Senior Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Senior Agent may notify to the Obligors and the Senior Lenders, and is in addition to any fee paid or payable to the Senior Agent under Clause 11 (Fees).
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. Receives 40 lead credits per $10,000 of annual premium written and approved.
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.
Senior Agent. The Senior Agent shall have executed and delivered to you a consent, in form and substance acceptable to you, to the transactions contemplated hereby and by the Financing Documents, permitting the Company to incur and have outstanding the indebtedness and all other obligations in respect of the Amended and Restated Note Agreement, the Amended and Restated Warrant Agreement, the Notes, the Series A Warrants, the Series B Warrants, the Cumulative Preferred Stock, the issuance and sale of the Series B Warrants and the issuance of Common Stock to the holders of the Warrants upon exercise of the Warrants, permitting each Guarantor to incur and have outstanding the indebtedness and all other obligations in respect of the Amended and Restated Subsidiary Guarantee, 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 documents and instruments contemplated hereby.
Senior Agent. Note: It is the responsibility of each individual New Lender to ascertain whether any other document or formality is required to perfect the transfer contemplated by this Transfer Certificate or to take the benefit of any interest in any security. SCHEDULE 4 INSURANCE SCHEDULE GENERAL References in this Schedule to clauses, paragraphs and Exhibits shall be construed as references to the clauses of this Schedule and to paragraphs of, and Exhibits to, this Schedule unless the context otherwise requires.
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. 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. Fleet Capital Corporation, in its capacity as Agent under the Senior Loan Agreement or any successor Agent thereto in accordance with the Senior Loan Agreement. Senior Lenders - the financial lenders identified as Lenders under the Senior Loan Agreement.
