Sub-Agent. The Sub-Agent has been designated under this Agreement to carry out duties of the Agent. The Sub-Agent shall be subject to each of the obligations in this Agreement to be performed by the Sub-Agent, and each of the Company, each other Borrower and the Lenders agrees that the Sub-Agent shall be entitled to exercise each of the rights and shall be entitled to each of the benefits of the Agent under this Agreement as relate to the performance of its obligations hereunder.
Sub-Agent. All rights of the Administrative Agent hereunder may be exercised by any other person acting on the Administrative Agent’s behalf as its sub-agent and designated by the Administrative Agent in writing as such.
Sub-Agent. The Borrower and the Lenders hereby acknowledge that the Administrative Agent may, in its sole discretion, delegate any of its obligations hereunder to the Sub-Agent, provided that it has obtained prior consent to such delegation from the Sub-Agent. The Borrower and the Lenders further agree that the Sub-Agent shall be entitled to exercise each of the rights and to enjoy each of the benefits of the Administrative Agent under this Agreement as related to the performance of its obligations hereunder.
Sub-Agent. So long as the Discharge of the First Priority Claims and the Discharge of the Second Priority Claims have not occurred, (a) the Second Priority Agent hereby appoints the First Priority Agent to be its sub-agent for, and the First Priority Agent shall act as sub-agent for the Second Priority Agent under any Security Documents naming the First Priority Agent as sub-agent for the Second Priority Agent to hold a Second Priority Lien on any Collateral in which this Agreement or any applicable law prevents the grant or perfection of such Second Priority Lien to the Second Priority Agent and (b) the First Priority Agent hereby appoints the Second Priority Agent to be its sub-agent, and the Second Priority Agent shall act as sub-agent for the First Priority Agent for the First Priority Agent, for any enforcement of a Second Priority Security Document for which local counsel recommends or local applicable law requires before enforcement of the First Priority Security Documents in the same jurisdiction to maintain or recognize the Lien priorities set forth in this Agreement. Without limiting the foregoing, the First Priority Agent shall have no obligation or responsibility to ensure that any Collateral subject to the Second Priority Lien is genuine or owned by any of the Grantors. The First Priority Agent acting pursuant to this Section 4.4 shall not, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship in respect of the Second Priority Agent or any other Second Priority Secured Party.
Sub-Agent. Each Sub-Agent has been designated under this Agreement to carry out the duties of the Agent. Each Sub-Agent shall be subject to each of the obligations in this Agreement to be performed by such Sub-Agent, and each of the Borrowers and the Lenders agrees that each Sub-Agent shall be entitled to exercise each of the rights and shall be entitled to each of the benefits of the Agent under this Agreement as they related to the performance of its obligations hereunder. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner,” or “lead arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than to the extent expressly set forth herein and, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.
Sub-Agent. 8.1. The Partner may appoint agent(s), licensees and franchisees for the marketing, sale, distribution and/or maintenance of the Products in the Territory. The Partner must ensure that any Person it appoints as an agent, licensee or franchisee is a Person of good repute and character with suitable experience and training capabilities.
8.2. The Partner must keep a record of the names and identification of all agents, licensees, franchisees, and other representatives working with or for them and must have this information readily available upon request by the company.
8.3. The Partner is exclusively responsible for all the acts or omissions of its Agent(s), franchisee(s) and sub licensee(s) in respect of the Products and indemnifies and keeps indemnified the Company against all liabilities and/or losses sustained as a consequence of any negligent, improper or unlawful conduct and/or omission by any Agent(s), licensee(s) or franchisee(s).
8.4. No agreement between the Partner and any Agent, licensee or franchisee may be for any period exceeding the Term.
8.5. No agreement between the Partner and any Agent, licensee or franchisee will be binding on the Company or directly or indirectly impose any obligation on the Company.
8.6. The Partner must promptly on request provide the Company with a copy of every license or franchise agreement it enters with the Agent. None of the terms of such agreements may be inconsistent with this Agreement.
Sub-Agent. Individual appointed or employed by General Agent or Agent to perform functions of an Insurance Agent.
Sub-Agent. Agent may not without the prior written permission of the Company appoint Sub-Agent(s) to assist in the performance of his/her duties and obligations required pursuant to this Agreement. Any Agreement entered into between Agent and Sub-Agent shall:
(a) require Sub-Agent to fully comply with all Company policies and procedures; (b) not contain terms which conflict with the terms of this Agreement or grant Sub-Agent authority to perform duties which Agent is not authorized to perform; and (c) state that Sub-Agent is an independent contractor of Agent and not an employee of Company. Company shall not have responsibility to pay any compensation to Sub-Agent. Agent agrees to hold harmless and indemnify Company against any and all claims, liability, damage, costs and expenses (including attorney’s fees) caused by any negligent, fraudulent or intentional acts of a Sub-Agent including but not limited to, Sub-Agent’s failure to follow Company policies and procedures.
Sub-Agent. Company does not permit sub-agents to sell any of Company’s products.
Sub-Agent. The Agent has the right, with the prior written consent of the Owner, to engage a sub agent to perform its duties and responsibilities under this Agreement.
