AGENT OR PROXY Sample Clauses

AGENT OR PROXY. Where the PURCHASER is acting as an agent or proxy for a Principal, the PURCHASER shall be entitled, by notice in writing to that effect addressed to the SELLER, to nominate a proxy in his place as PURCHASER, upon the following terms and conditions: 15.1. The aforesaid notice shall be handed to the SELLER by not later than close of business on the day of acceptance of this offer by the SELLER, accompanied by copies of the documents so appointing the PURCHASER as agent or proxy; 15.2. The notice shall set out the name and address of the proxy so nominated as the PURCHASER; 15.3. The notice shall be accompanied by the proxy’s written acknowledgement; 15.3.1. that it is fully aware of all the terms and conditions of this Agreement as if fully set out in such written acknowledgement; and 15.3.2. that it is bound by the provisions of this Agreement as the PURCHASER. 15.3.3. Should the PURCHASER nominate a proxy in terms of this clause 15, then: 15.3.4. all reference to the PURCHASER in this Agreement shall be deemed to be reference to its proxy; and 15.3.5. the PURCHASER by his signature hereto, hereby interposes and binds himself as surety and co-principal debtor in solidum, for and on behalf of all obligations of the aforesaid proxy as PURCHASER, to and in favour of the SELLER, for all the PURCHASER’s obligations under this Agreement, including damages, and renounces the benefits of division and excision. 15.4. Should the PURCHASER fail to nominate a Principal in terms of this clause 15, then he shall be bound to perform all his obligations as PURCHASER in terms of this Agreement.
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Related to AGENT OR PROXY

  • Securities Act Matters The Holder represents and warrants to the Company as of the date hereof that: (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement and the DSW Registration Rights Agreement (A) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act.

  • Dealings With Trustees and Officers General. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of shares of the Trust to the same extent as if he were not a Trustee, officer or agent; and the Trustees may accept subscriptions to shares or repurchase shares from any firm or company in which he is interested.

  • Entire Agreement; No Other Representations This Agreement (including any exhibits hereto), the Company Disclosure Letter, the Parent Disclosure Letter and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT AND MERGER SUB NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

  • Trustee Dealings with Issuer The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

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