Solicitations as Agent. If agreed upon by an Agent and the Company, such Agent, acting solely as agent for the Company and not as principal, will solicit purchases of the Notes. Such Agent will communicate to the Company, orally, each offer to purchase Notes solicited by it on an agency basis, other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company may accept or reject any proposed purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by it and accepted by the Company. Such Agent shall not have any liability to the Company in the event that any such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (unless the Company's default arose out of a default, gross negligence or willful misconduct on the part of the Agent) (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would otherwise be entitled.
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Samples: Boeing Capital Corp, Boeing Capital Corp, Boeing Capital Corp
Solicitations as Agent. If agreed upon by between an Agent and the Company, such Agent, acting solely as an agent for the Company and not as principal, will solicit purchases offers for the purchase of the Notes. Such Agent will communicate to the Company, orally, each offer to for the purchase of Notes solicited by it on an agency basis, basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer for the purchase of Notes, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company may accept or reject any proposed offer for the purchase of Notes, in whole or in partpart and any such rejection shall not be deemed a rejection of its agreement contained herein. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to for the purchase of Notes has been solicited by it on an agency basis and accepted by the Company. Such Agent shall not have any liability to the Company in the event that any such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has acceptedbeen solicited by such Agent on an agency basis and accepted by the Company, the Company shall (unless the Company's default arose out of a default, gross negligence or willful misconduct on the part of the Agent) (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would otherwise be entitledentitled absent such default.
Appears in 2 contracts
Samples: Distribution Agreement (Doral Financial Corp), Doral Financial Corp
Solicitations as Agent. If agreed upon by an Agent and the Company, such Agent, acting solely as an agent for the Company and not as principal, will solicit purchases of the Notes. Such Agent will communicate to the Company, orally, each offer to purchase Notes solicited by it on an agency basis, other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company may accept or reject any proposed purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by it and accepted by the Company. Such Agent shall not have any liability to the Company in the event that any such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (unless the Company's default arose out of a default, gross negligence or willful misconduct on the part of the Agent) (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would otherwise be entitledentitled absent such default.
Appears in 2 contracts
Samples: Distribution Agreement (New Plan Excel Realty Trust Inc), New Plan Excel Realty Trust Inc
Solicitations as Agent. If agreed upon by an Agent and the Company, such Agent, Agent acting solely as agent for the Company and not as principal, principal will solicit purchases of the Notes. Such Agent will communicate to the Company, orallyorally or in writing, each reasonable offer to purchase Notes solicited by it such Agent on an agency basis, other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its such Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by it such Agent and accepted by the Company. Such Agent shall not have any liability to the Company in the event that any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (unless the Company's default arose out of a default, gross negligence or willful misconduct on the part of the Agent) (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would otherwise be entitledentitled in connection with such sale.
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Samples: Distribution Agreement (Health Care Property Investors Inc)
Solicitations as Agent. If agreed upon by between an ---------------------- Agent and the Company, such Agent, acting solely as an agent for the Company and not as principal, will solicit purchases offers for the purchase of the Notes. Such Agent will communicate to the Company, orallyorally or in writing, each offer to for the purchase of Notes solicited by it on an agency basis, basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer for the purchase of Notes, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company may accept or reject any proposed offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to for the purchase of Notes has been solicited by it on an agency basis and accepted by the Company. Such Agent shall not have any liability to the Company in the event that any such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to against payment tendered by a purchaser whose offer it has acceptedbeen solicited by such Agent on an agency basis and accepted by the Company, the Company shall (unless the Company's default arose out of a default, gross negligence or willful misconduct on the part of the Agent) (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would otherwise be entitledCompany.
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Solicitations as Agent. If Unless otherwise agreed upon by an the Agent and the Company, such the Agent, acting solely as agent for the Company and not as principal, will solicit purchases offers for the purchase of the Notes. Such The Agent will communicate to the Company, orallyorally or in writing, each reasonable offer to purchase Notes solicited by it on an agency basis, other than those offers rejected by such the Agent. Such The Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company may may, in its discretion, accept or reject any proposed purchase of Notes, in whole or in part. Such The Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by it on an agency basis and accepted by the Company. Such The Agent shall not have any liability to the Company in the event that any such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has acceptedbeen solicited by the Agent on an agency basis and accepted by the Company, the Company shall (unless the Company's default arose out of a default, gross negligence or willful misconduct on the part of the Agent) (i) hold such the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such the Agent any commission to which it would otherwise be entitledentitled absent such default.
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Solicitations as Agent. If agreed upon by between an Agent and the Company, such Agent, acting solely as an agent for the Company and not as principal, will solicit purchases offers for the purchase of the Notes. Such Agent will communicate to the Company, orally, each offer to for the purchase of Notes solicited by it on an agency basis, basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer for the purchase of Notes, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company may accept or reject any proposed offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to for the purchase of Notes has been solicited by it on an agency basis and accepted by the Company. Such Agent shall not have any liability to the Company in In the event that any such purchase is not consummated for any reason, such Agent shall not have any liability to the Company and no commission shall be payable to such Agent. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has acceptedbeen solicited by such Agent on an agency basis and accepted by the Company, the Company shall (unless the Company's default arose out of a default, gross negligence or willful misconduct on the part of the Agent) (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would otherwise be entitledentitled absent such default.
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