Third Party Agent. CSA may contract a third party to perform any of its duties or obligations under this Agreement (including without limitation, receiving, offloading or otherwise processing shipments from Depots and to act as a Carrier) provided that CSA remains accountable and responsible for such duties and obligations. Notwithstanding the generality of the foregoing, CSA shall not utilize a third party to complete audits or make applicable payments contemplated under this Agreement.
Third Party Agent. Customer may appoint, as its limited agent, with respect to the performance of any activities relating to the ICL Service, one or more Third-Party Agents to perform such activities. Customer shall be solely responsible for all actions and obligations of such Third-Party Agent as if they were the direct actions and obligations of Customer itself. Customer acknowledges that, among other things, this means that Customer is liable for Third-Party Agent’s breaches of warranties and obligations, including liability for indemnification for such breaches and/or resulting damages relating to the introduction of malware or malicious software into Bank’s systems, or that of its vendors, as if Customer breached such warranties and/or obligations itself. Customer agrees to notify Bank of each Third-Party Agent it intends to use and other information that Bank may require about Third-Party Agent. Failure to provide timely notice could result in the rejection of ICL Files by Bank. Bank may in its sole discretion choose not to accept ICL Files from a Third-Party Agent identified by Customer. Notwithstanding any notification of Third-Party Agent to Bank, Customer represents and warrants to Bank that it has solely, independently and without reliance upon Bank, made its own appraisal of an investigation into the business, operations, intellectual property and other rights, financial, and other conditions, rights and creditworthiness of any Third-Party Agent based upon documentation and other information it has deemed appropriate and made its own decision to enter into a relationship with any Third-Party Agent. In any event, Customer's agreement with Third-Party Agent must include a provision allowing Bank to conduct, upon reasonable notice and during normal business hours, an on-site inspection of Third- Party Agent's premises to ensure compliance with this section. Customer also represents and warrants to Bank that it will, independently and without reliance upon Bank, continue to make its own analysis, appraisals and decisions about any relationship with a Third-Party Agent as it deems appropriate. As long at this agreement is in place and Customer utilizes the services of one or more Third-Party Agents, Customer gives Bank the right to communicate with such Third-Party Agent(s) in connection with the ICL Service and to treat Third-Party Agent(s’) instructions as if the instructions were directly from Customer. Any software necessary for use of the ICL Service by Third-Par...
Third Party Agent. CSA may nominate a third party to act as a Carrier or Processor with of the roles and responsibilities therein. Completion of audits and payment responsibilities will remain with CSA.
Third Party Agent. Promptly following the reasonably written request therefor from the Purchaser or upon the Company’s written election to the Purchaser and the Required Noteholders, (a) the Company and the Required Noteholders agree to use their respective commercially reasonable efforts to appoint registrar and/or a paying/fiscal/administrative agent, in each case, that is not an affiliate of any Noteholder or the Company and that is (or are) reasonably acceptable to the Company and the Required Noteholders and (b) the Company and Required Noteholders agree to use their respective commercially reasonable efforts to enter into such agreements, or amendments to the Finance Documents, that are reasonably satisfactory to the Company, the Required Noteholders and the Collateral Agent and such paying/fiscal/administrative agent to provide for such appointment and the rights and responsibilities of such person in connection therewith. The Company or its Subsidiaries will be required to pay the reasonable and customary servicing fees of any such third party registrar and/or paying/fiscal/administrative agent and other reasonable and documented out-of-pocket costs and expenses of any such third party registrar and/or paying/fiscal/administrative agent in connection with the foregoing.
