Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which Holdings and the holders of Units, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Unit Certificates shall be taken as statements of Holdings, and the Unit Agent assumes no responsibility for the correctness of any of the same. The Unit Agent assumes no responsibility with respect to the distribution of the Unit Certificates except as herein otherwise specifically provided.
(b) The Unit Agent shall not be responsible for and shall incur no liability or responsibility to Holdings or any holder of a Unit Certificate for any failure of Holdings to comply with any of the covenants in this Agreement, Unit Certificates or the Certificate of Designations.
(c) The Unit Agent may consult at any time with counsel satisfactory to it (who may be counsel for Holdings) and the Unit Agent shall incur no liability or responsibility to Holdings or to any holder of any Unit Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Unit Agent shall incur no liability or responsibility to Holdings or to any holder of any Unit Certificate for any action taken in reliance on any Unit Certificate, 2 certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by the Unit Agent to be genuine and to have been signed, sent or presented by the proper party or parties.
(e) Holdings agrees to pay to the Unit Agent reasonable compensation, as agreed in writing from time to time, for all services rendered by the Unit Agent in connection with this Agreement, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Unit Agent in connection with this Agreement (including, without limitation, reasonable fees and expenses of counsel) and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all losses, liabilities and expenses of any nature whatsoever, including, without limitation, judgments, costs and counsel fees and actual expenses, for any action taken or omitted by the Unit Agent or arising in connection with this Agreement and the exercise by the Unit Agent of its rights her...
Unit Agent. The Company hereby appoints __________ as Unit Agent of the Company in respect of the Units and the Unit Certificates upon the terms and subject to the conditions herein set forth, and __________ hereby accepts such appointment. The Unit Agent shall have the powers and authority granted to and conferred upon it in the Unit Certificates and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Unit Certificates are subject to and governed by the terms and provisions hereof.
Unit Agent. The name and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement. We may issue units in such amounts and in such numerous distinct series as we determine.
Unit Agent. (a) It is understood and agreed that the use of the term “agent” herein with reference to the Unit Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
(b) The Unit Agent shall not have any duties or obligations except those expressly set forth herein, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Unit Agent:
(1) shall not be subject to any fiduciary or other implied duties, regardless of whether a default has occurred and is continuing;
(2) shall not be liable for any action taken or not taken by it in the absence of its own gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment;
(3) shall in no event be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and
(4) shall not be liable for any action taken or not taken by it at the direction of the Issuers.
(c) With effect from the Separation Date, the Unit Agent shall be discharged from its duties and obligations hereunder.
(d) Except as otherwise modified herein, the Unit Agent shall enjoy the same rights, protections and immunities granted to the Trustees under Article 7 of each of the Indentures.
(e) The Issuers, jointly and severally, shall reimburse the Unit Agent promptly upon request for all reasonable and documented disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable and documented compensation, disbursements and expenses of the Unit Agent’s agents and counsel.
(f) The Issuers, jointly and severally, shall indemnify the Unit Agent and hold it harmless from and against any and all losses, liabilities, claims, damages, costs or expenses incurred by it arising out of or in connection with the acceptance or admin...
Unit Agent. The Company hereby appoints Corporate Stock Transfer, Inc. as Unit Agent of the Company in respect of the Units and the Unit Certificates upon the terms and subject to the conditions herein set forth, and Corporate Stock Transfer, Inc. hereby accepts such appointment. The Unit Agent shall have the powers and authority granted to and conferred upon it in the Unit Certificates and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Unit Certificates are subject to and governed by the terms and provisions hereof.
Unit Agent. 13 SECTION 3.02. Conditions of Unit Agent's Obligations.............................. 14 SECTION 3.03. Resignation and Appointment of Successor............................ 17
Unit Agent. 8 SECTION 9. Resignation and Appointment of Successor..........................10 SECTION 10. Notices to the Company and Unit Agent, Trustee and Warrant Agent..12
Unit Agent. The Company hereby appoints State Street ---------- Bank and Trust Company as unit agent (and in all capacities in this Agreement, the "Unit Agent") of the Company in respect of the Units and the Unit ---------- Certificates upon the terms and subject to the conditions herein and in the Unit Certificates set forth; and State Street Bank and Trust Company hereby accepts such appointment. The Unit Agent shall have the powers and authority specifically granted to and conferred upon it hereby and in the Unit Certificates and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it and it shall accept in writing. All of the terms and provisions with respect to such powers and authority contained in the Unit Certificates are subject to and governed by the terms and provisions hereof.
Unit Agent. The Unit Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which the Issuers and the holders of Units, by their acceptance thereof, shall be bound:
(a) The Unit Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or the Unit Certificates and it shall not be responsible for any statement in this Agreement or the Unit Certificates other than its countersignature thereon.
(b) The Unit Agent shall not be responsible for any failure of the Issuers to comply with any of the covenants in this Agreement, the Unit Certificates, the Indenture, the Notes, the Warrant Agreement or the Warrant Certificates (as defined in the Warrant Agreement) to be complied with by the Issuers.
(c) The Unit Agent may consult with counsel satisfactory to it and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.
(d) The Unit Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Unit Certificate, notice, direction, consent, certificate, affidavit, statement, opinion or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.
