Appointment as Agents Clause Samples

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note or Notes from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of Notes, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of Notes, the solicitation of offers to purchase Notes and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative Procedures”). The provisions of the Administrative Procedures (except as otherwise stated in the applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedures. The Bank will deliver to the Trustee a copy of the Administrative Procedures as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the Notes, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the Notes. As soon as practicable, but in any event not later than the close of business in New York City on the day (which shall be, for the avoidance of doubt, a business day) of receipt ...
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Appointment as Agents. (a) Each Amedisys Seller irrevocably constitutes and appoints (i) for all periods from the Agreement Date until the closing of the Amedisys Transaction, Amedisys, and (ii) for all periods after the closing of the Amedisys Transaction, Parent, as such Person’s agent, attorney-in-fact and representative, with full power to do any and all things on behalf of such Person, and to take any action required or contemplated to be taken by such Person, under this Agreement, any other Transaction Document or in connection with any transaction contemplated herein or therein, including receipt of any notice or service of process in connection with any claim under this Agreement (which will be deemed delivered or served upon each Seller upon delivery to Amedisys or Parent, as applicable). Each of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby accepts such appointment at the time it is to be made. Each Seller will be bound by all actions taken by Amedisys or Parent in such capacity regarding this Agreement, any Transaction Document or in connection with any transaction contemplated herein or therein. Amedisys or Parent, as applicable, will have authority to (a) execute and deliver to Buyer or any other Person on behalf of any or all of the Amedisys Sellers any and all instruments, certificates, documents and agreements called for by this Agreement or any Transaction Document and the transactions contemplated hereby and thereby, (b) resolve any issues related to the determination of any Post-Closing Adjustment Amount, and (c) agree to, negotiate, enter into settlements and compromises of, and comply with arbitration awards and court orders with respect to, any dispute relating to this Agreement or the Transactions. Buyer will at all times be entitled to rely upon any communication with Amedisys or Parent, as applicable, (including any document or other writing executed by ▇▇▇▇▇▇▇▇ or Parent, as applicable) as being binding upon each Amedisys Seller, and Buyer will not be liable to Amedisys or Parent or any of their Subsidiaries for any such reliance during the applicable periods. Each Amedisys ▇▇▇▇▇▇ agrees to take any further action required by applicable Law to effect the appointment set forth in this Section 9.16(a). (b) Each Seller other than the Amedisys Sellers hereby irrevocably constitutes and appoints Parent as such Person’s agent, attorney-in-fact and representative, with full power to do any and all things on behalf of such Person, and to take any action required or contemplated t...
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Appointment as Agents. By subscribing to the Services, you authorize us to take any and all actions necessary to provide the Services, including making transfers to and from Accounts. You further authorize us, and appoint us and our officers and employees as your agents, to give such instructions to others, accept instructions from others, and to affect all transactions as necessary to provide the Services.
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Appointment as Agents. By subscribing to the Services, the Company authorizes the Bank to take any and all actions necessary to provide the Services. The Company further authorizes the Bank, and appoints the Bank and its officers and employees as the Company’s agents, to give such instructions to others, accept instructions from others, and to effect all transactions as necessary to provide the Services.
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Appointment as Agents. For purposes of selling the Ordinary Shares through the Agents, the Company hereby appoints the Agents as exclusive agents of the Company for the purpose of soliciting purchases of the Ordinary Shares from the Company pursuant to this Agreement and the Agents agree to use their reasonable efforts to solicit purchases of the Ordinary Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Ordinary Shares directly to the Agents as principals, the Company will authorize entry into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 20 hereof.
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Appointment as Agents. By subscribing to the services, you authorize us to take any and all actions necessary to provide the services, including making transfers to and from Accounts. You further authorize us, and appoint us and our officers and employees as your agents, to give such instructions to others, accept instructions from others, and to effect all transactions as necessary to provide the services.
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Appointment as Agents 
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Related to Appointment as Agents

  • Appointment of Agents The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Article 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

  • Appointment of Agent GE Capital is hereby appointed to act on behalf of all Lenders as Agent under this Agreement and the other Loan Documents. The provisions of this Section 9.2 are solely for the benefit of Agent and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained by GE Capital or any of its Affiliates in any capacity. Neither Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Agent shall request instructions from Requisite Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or (c) if Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders or all affected Lenders, as applicable.

  • Appointment as Subadviser Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.