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Common use of SERVICES OF AGENT Clause in Contracts

SERVICES OF AGENT. (a) Subject to the terms and conditions stated herein, the Company hereby appoints the Agent an agent of the Company for the purpose of processing enrollments in the Program pursuant to the terms of the Program as set forth in the Prospectus and otherwise acting as the agent of the Company under applicable state securities laws in connection with the implementation of the Program. Nothing contained in this Agreement shall be construed to prevent the Company from offering or selling at any time to any person any Stock directly on its own behalf. (b) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, Agent agrees, as agent of the Company, to solicit enrollments in the Program and the issuance of stock award credits for stays in the Company’s hotels by participants in the Program upon the terms and conditions set forth in the Prospectus, as from time to time amended or supplemented. The Company reserves the right, in its sole discretion, to suspend enrollment acceptance commencing at any time for any period of time or permanently. Upon receipt of notice from the Company, the Agent will forthwith suspend processing enrollment applications until such time as the Company has advised the Agent that such solicitation may be resumed. (c) At the time of delivery of, and payment for, any Stock issued by the Company as a result of the issuance of shares by the Company pursuant to the Program, the Company agrees to pay such Agent one-half of one percent (0.5%) of the aggregate purchase price of the shares issued by the Company to the Program Administrator for the benefit of the Program participants during the term of this Agreement. (d) Administrative procedures respecting the sale of Stock (the “Procedures”) shall be agreed upon from time to time by the Agent and the Company. The initial Procedures, which are set forth in Exhibit A hereto, shall remain in effect until changed by agreement among the Company and the Agent. Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures.

Appears in 2 contracts

Samples: Agent Agreement (Jameson Inns Inc), Agent Agreement (Jameson Inns Inc)

SERVICES OF AGENT. (a) Subject to the terms and conditions stated herein, the Company hereby appoints the Agent an agent of the Company for the purpose of processing enrollments in the Program pursuant to the terms of the Program as set forth in the Prospectus and otherwise acting as the agent of the Company under applicable state securities laws in connection with the implementation of the Program. Nothing contained in this Agreement shall be construed to prevent the Company from offering or selling at any time to any person any Stock directly on its own behalf. (b) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, Agent agrees, as agent of the Company, to solicit enrollments in the Program and the issuance of stock award credits for stays in the Company’s hotels by participants in the Program upon the terms and conditions set forth in the Prospectus, as from time to time amended or supplemented. The Company reserves the right, in its sole discretion, to suspend enrollment acceptance commencing at any time for any period of time or permanently. Upon receipt of notice from the Company, the Agent will forthwith suspend processing enrollment applications until such time as the Company has advised the Agent that such solicitation may be resumed. (c) At the time of delivery of, and payment for, any Stock issued by the Company as a result of the issuance of shares by the Company pursuant to the ProgramProgram in respect of hotel stay credits awarded to participants, the Company agrees to pay such Agent one-half of one percent (0.5%) of the aggregate purchase price of the shares issued by the Company to the Program Administrator for the benefit of the Program participants in respect of the hotel stay credits awarded to them during the term of this Agreement. (d) Administrative procedures respecting the sale of Stock (the “Procedures”) shall be agreed upon from time to time by the Agent and the Company. The initial Procedures, which are set forth in Exhibit A hereto, shall remain in effect until changed by agreement among the Company and the Agent. Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures.

Appears in 1 contract

Samples: Agent Agreement (Jameson Inns Inc)

SERVICES OF AGENT. (a) Subject to the terms and conditions stated herein, the Company hereby appoints the Agent an as the exclusive agent of the Company for a period of three years from the date of this Agreement (the “Effective Date”) for the purpose of processing enrollments in receiving Stock issued by the Company under the terms of the Program and holding such Stock on behalf of each of the recipients under the Program pursuant to the terms of the Program as set forth in the Prospectus and otherwise acting filed with the Commission as the agent of the Company under applicable state securities laws in connection date of this Agreement, as such Prospectus may be amended or supplemented with the implementation consent of the ProgramAgent. The Agent hereby accepts such appointment and acknowledges the Company’s reliance on the Agent’s acceptance of such appointment. Nothing contained in this Agreement shall be construed to prevent the Company from offering or selling at any time to any person any Stock security, including the Stock, directly on its own behalf. (b) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forthforth herein, the Agent agrees, as agent of the Company, to solicit enrollments in accept the Program and transfer of shares of the issuance of stock award credits for stays in Stock from the Company’s hotels by Company to participants in the Program upon the terms and conditions set forth in the ProspectusProspectus filed with the Commission as of the date of this Agreement, as from time to time such Prospectus may be amended or supplemented. The Company reserves supplemented with the right, in its sole discretion, to suspend enrollment acceptance commencing at any time for any period consent of time or permanently. Upon receipt of notice from the Company, the Agent will forthwith suspend processing enrollment applications until such time as the Company has advised the Agent that such solicitation may be resumedAgent. (c) At The Agent shall allow each individual eligible for participation in the time Program to apply for a brokerage account with the Agent to be used to receive the shares of delivery of, and payment for, any Stock issued by the Company as a result of the issuance of shares by the Company pursuant to be awarded under the Program, subject to the Agent’s standard terms applicable to such accounts. The Company agrees shall not be deemed a party to pay such the relationship between the Agent one-half of one percent (0.5%) and any of the aggregate purchase price Agent’s customers or to any agreement between the Agent and any of the shares issued by the Company to the Program Administrator for the benefit Agent’s customers, including members of the Program participants during the term of this AgreementProgram. (d) Administrative procedures respecting For performing the sale services under this Agreement, the Company shall pay the Agent a fee equal to $500.00 per customer account established under the Program, provided that the Agent’s aggregate fees shall not exceed $275,000.00 for the three-year term of Stock (this Agreement, assuming that the “Procedures”) Program has no more than 550 customer accounts. In the event that the Program has more than 550 customer accounts, the Company shall pay the Agent an amount not to exceed $450.00 per account for each customer account in excess of 550. The first payment of the fees payable to the Agent shall be agreed upon from time to time made on _______ __, 2011 in the amount of $137,500.00, and subsequent payments each in the amount of $68,750.00 shall be made on September 15, 2011 and December 15, 2011. The fees set forth in this Section 2(d) are inclusive of any expenses incurred by the Agent in connection with the performance of services under this Agreement, except that the Company shall reimburse the Agent for the Agent’s reasonable out-of-pocket costs and the Companyexpenses of legal counsel in an amount not to exceed $35,000. The initial Procedures, which are set forth in Exhibit A hereto, shall remain in effect until changed by agreement among the Company and the Agent. Agent and the Company agree will not charge any fees to perform the respective duties and obligations specifically provided to be performed by each of them herein and a participant in the ProceduresProgram for the establishment and maintenance of a customer account in connection with the Program, to the extent the activity in such account relates to the Stock.

Appears in 1 contract

Samples: Agent Agreement (Pinnacle Entertainment Inc.)

SERVICES OF AGENT. (a) Subject to the terms and conditions stated herein, the Company hereby appoints the Agent an as the exclusive agent of the Company for a period of three years from the date of this Agreement (the “Effective Date”) for the purpose of processing enrollments in receiving Stock issued by the Company under the terms of the Program and holding such Stock on behalf of each of the recipients under the Program pursuant to the terms of the Program as set forth in the Prospectus and otherwise acting filed with the Commission as the agent of the Company under applicable state securities laws in connection date of this Agreement, as such Prospectus may be amended or supplemented with the implementation consent of the ProgramAgent. The Agent hereby accepts such appointment and acknowledges the Company’s reliance on the Agent’s acceptance of such appointment. Nothing contained in this Agreement shall be construed to prevent the Company from offering or selling at any time to any person any Stock security, including the Stock, directly on its own behalf. (b) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forthforth herein, the Agent agrees, as agent of the Company, to solicit enrollments in accept the Program and transfer of shares of the issuance of stock award credits for stays in Stock from the Company’s hotels by Company to participants in the Program upon the terms and conditions set forth in the ProspectusProspectus filed with the Commission as of the date of this Agreement, as from time to time such Prospectus may be amended or supplemented. The Company reserves supplemented with the right, in its sole discretion, to suspend enrollment acceptance commencing at any time for any period consent of time or permanently. Upon receipt of notice from the Company, the Agent will forthwith suspend processing enrollment applications until such time as the Company has advised the Agent that such solicitation may be resumedAgent. (c) At The Agent shall allow each individual eligible for participation in the time Program to apply for a brokerage account with the Agent to be used to receive the shares of delivery of, and payment for, any Stock issued by the Company as a result of the issuance of shares by the Company pursuant to be awarded under the Program, subject to the Agent’s standard terms applicable to such accounts. The Company agrees shall not be deemed a party to pay such the relationship between the Agent one-half of one percent (0.5%) and any of the aggregate purchase price Agent’s customers or to any agreement between the Agent and any of the shares issued by the Company to the Program Administrator for the benefit Agent’s customers, including members of the Program participants during the term of this AgreementProgram. (d) Administrative procedures respecting For performing the sale services under this Agreement, the Company shall pay the Agent a fee equal to $500.00 per customer account established under the Program, provided that the Agent’s aggregate fees shall not exceed $275,000.00 for the three-year term of Stock (this Agreement, assuming that the “Procedures”) Program has no more than 550 customer accounts. In the event that the Program has more than 550 customer accounts, the Company shall pay the Agent an amount not to exceed $450.00 per account for each customer account in excess of 550. The first payment of the fees payable to the Agent shall be agreed upon from time to time made on August 15, 2011 in the amount of $137,500.00, and subsequent payments each in the amount of $68,750.00 shall be made on September 15, 2011 and December 15, 2011. The fees set forth in this Section 2(d) are inclusive of any expenses incurred by the Agent in connection with the performance of services under this Agreement, except that the Company shall reimburse the Agent for the Agent’s reasonable out-of-pocket costs and the Companyexpenses of legal counsel in an amount not to exceed $35,000. The initial Procedures, which are set forth in Exhibit A hereto, shall remain in effect until changed by agreement among the Company and the Agent. Agent and the Company agree will not charge any fees to perform the respective duties and obligations specifically provided to be performed by each of them herein and a participant in the ProceduresProgram for the establishment and maintenance of a customer account in connection with the Program, to the extent the activity in such account relates to the Stock.

Appears in 1 contract

Samples: Agent Agreement (Pinnacle Entertainment Inc.)