Disbursement Agent Clause Samples
The Disbursement Agent clause designates a specific party responsible for managing and distributing funds or payments on behalf of the parties involved in an agreement. Typically, this agent receives funds from one or more parties and then allocates or releases those funds according to the terms set out in the contract, such as paying vendors, settling debts, or distributing proceeds after a transaction closes. By appointing a Disbursement Agent, the clause ensures that financial transactions are handled impartially and efficiently, reducing the risk of disputes or delays over payments.
Disbursement Agent. The Disbursement Agent shall hold Initial Term Loans in an amount equal to the Unidentified Claimant Term Loan Amount for the benefit of the Unidentified Claimants until the earlier of (x) the Reversion Date, at which time all remaining Initial Term Loans held by the Disbursement Agent shall be cancelled, terminated and discharged pursuant to Section 2.04(b) and (y) the date on which all of the Disbursement Agent’s rights and obligations hereunder are assigned to Claimant Assignees and/or discharged, terminated and cancelled, in each case, in accordance with the last paragraph of Section 10.07(b). In connection with any vote, consent or other instruction that the Disbursement Agent shall be entitled to deliver with respect to the Initial Term Loans it holds for the benefit of the Unidentified Claimants, the Disbursement Agent shall vote such Initial Term Loans (or shall give instructions with respect to such Initial Term Loans) in the same proportion as the other Loans entitled to vote or give such instruction have voted or given such instruction. For the avoidance of doubt, iHeartCommunications, Inc. shall be deemed to be acting in its capacity as Disbursement Agent and Initial Lender with respect to the relevant provisions in this Agreement relating to Unidentified Claimants, and not in its capacity as the Borrower; provided that, acting in such capacity as Disbursement Agent shall not otherwise affect its rights and obligations under this Agreement in its capacity as Borrower, except as expressly set forth herein.
Disbursement Agent. The Disbursement Agent may be removed by the Issuers. The removal of the Disbursement Agent and appointment of a successor Disbursement Agent shall become effective only upon the successor Disbursement Agent’s acceptance of appointment as provided in this Section 14.1.
14.1.1 The Disbursement Agent may resign in writing at any time and be discharged from all duties hereunder upon 30 days’ written notice to all parties hereto. The Trustee (if a different Person than the Disbursement Agent) or the holders of a majority in principal amount of the then outstanding Notes may remove the Disbursement Agent upon 30 days written notice by so notifying the Disbursement Agent, the Trustee and the Issuers.
14.1.2 If the Disbursement Agent resigns or is removed or if a vacancy exists in the office of Disbursement Agent for any reason, the Disbursement Agent shall notify the Trustee of such within five (5) Business Days and the Trustee shall notify the holders of the Notes within five (5) Business Days of its receipt of notice from the Disbursement Agent and the Trustee (if a different Person than the Disbursement Agent) shall, and the holders of a majority in principal amount of the then outstanding Notes (if such holders provided a notice pursuant to Section 14.1.1 or if there is no Trustee capable of acting at such time) may, promptly appoint a successor Disbursement Agent reasonably acceptable to the Issuers. Within one year after any successor Disbursement Agent appointed by the Trustee takes office, the holders of a majority in principal amount of the then outstanding Notes may appoint a successor Disbursement Agent reasonably acceptable to the Issuers to replace the Disbursement Agent appointed by the Trustee.
14.1.3 If a successor Disbursement Agent does not take office within 60 days after the retiring Disbursement Agent resigns, the retiring Disbursement Agent, the Trustee, the Issuers or the holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Disbursement Agent.
14.1.4 A successor Disbursement Agent shall deliver a written acceptance of its appointment to the retiring Disbursement Agent, the Issuers and the Trustee. Thereupon, the removal of the Disbursement Agent shall become effective, and the successor Disbursement Agent shall have all the rights, powers and duties of the Disbursement Agent under this Agreement. A retiring Disbursement Agent shall prom...
Disbursement Agent. (a) The Disbursement Agent hereby agrees and acknowledges for the benefit of each other Party that no monies are due and payable to it in its capacity as Disbursement Agent under the Finance Documents and that with immediate and automatic effect on the Effective Time its role as Disbursement Agent under the Finance Documents will be concluded, that it shall have no rights (including with respect to indemnities) as Disbursement Agent under the Finance Documents (including in respect of any contingent liabilities) and that it will not be a Disbursement Agent under the Amended and Restated Facilities Agreement and it resigns as Disbursement Agent under the Finance Documents. Each other Party agrees and acknowledges for the benefit of the Disbursement Agent that with immediate and automatic effect on the Effective Time the Disbursement Agent’s role as the Disbursement Agent under the Finance Documents shall conclude and the Disbursement Agent shall have no obligations as the Disbursement Agent under the Finance Documents and accepts that resignation.
(b) Paragraph (a) above shall not apply to any obligations of confidentiality, which shall continue on their existing terms.
Disbursement Agent. (a) The Lender Beneficiaries may appoint or designate the Disbursement Agent to exercise or enforce their rights and remedies under this Guaranty and to otherwise act on their behalf in all matters related hereto. Completion Guarantor shall respect and treat any and all actions so taken by the Disbursement Agent as if taken by the Lender Beneficiaries.
(b) All references in this Guaranty to the Disbursement Agent shall mean and be construed as the Disbursement Agent acting pursuant to the Disbursement Agreement.
Disbursement Agent. (i) The Disbursement Agent (or its successor in interest) shall act as disbursement agent pursuant to an agreement to be entered into by and among the Disbursement Agent, the Parent and the Representative on or prior to the Effective Time in substantially the form attached hereto as Exhibit G (the “Disbursement Agent Agreement”). The Disbursement Agent shall effect the payment of the Merger Consideration among the Shareholders with respect to Certificates in accordance with Section 3.1.
(ii) As promptly as possible after the Effective Time, the Representative shall (A) collect each Certificate and each Letter of Transmittal submitted by Shareholders pursuant to Section 3.1; (B) verify and certify to the Disbursement Agent, in writing, that each such Certificate and Letter of Transmittal was duly and properly executed by the holder thereof; and (C) submit each such Certificate and Letter of Transmittal, together with the previously referenced certification, to the Disbursement Agent.
(iii) In accordance with and subject to the Disbursement Agent Agreement, the Disbursement Agent shall pay, as promptly as practicable, to the holder of any Certificate surrendered to the Disbursement Agent pursuant to Section 3.5(a)(ii), in consideration therefor, an aggregate amount equal to the applicable portion of the Closing Merger Consideration, and such Certificate shall forthwith be cancelled.
(iv) The Disbursement Agent shall pay, as promptly as possible after any amounts are deposited therewith (other than the amounts referenced in subpart (iii) above), to the Holders such amounts on a fully diluted basis in accordance with the Disbursement Agent Agreement.
(v) Until so surrendered, each such Certificate (other than Certificates representing Company Shares held by the Company or held in the treasury of the Company) shall represent solely the right to receive the applicable portion of the Closing Merger Consideration. No interest shall be paid or accrued on the Merger Consideration except as specifically provided in the Escrow Agreement. If all or any portion of the Merger Consideration is to be delivered to any Person other than the Person in whose name the Certificate formerly representing Company Shares surrendered thereof is registered, it shall be a condition to such right to receive such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the D...
Disbursement Agent. The Agent shall have received a certificate of the Disbursement Agent as to the incumbency and specimen signatures of the officers of the Disbursement Agent authorized to make drawings, to execute and present certificates under the Debt Service Reserve Letter of Credit, and otherwise to communicate with the Agent with respect thereto.
Disbursement Agent. In the event Lender is funding Construction Advances under an Applicable Sub-Loan Agreement, a disbursement agent for each Sub-Loan acceptable to Lender (the “Disbursement Agent”) shall be retained by Lender at Borrower’s reasonable cost and expense. The Disbursement Agent shall review and verify all requests for Construction Advances and all other information required under Section 18 for a Construction Advance, any additional information required by the applicable Sub-Loan Agreement and all other information deemed necessary by Lender related to the progress of the Work. Lender and Borrower agree that the Disbursement Agent at Lender’s request shall disburse Construction Advances directly to Title Company, Contractor or Subcontractors. The Disbursement Agent may be the Title Company or other person or entity acceptable to Lender or Lender’s personnel. If Lender’s personnel act as Disbursement Agent, Borrower shall still be responsible for all reasonable costs and expenses related thereto.
Disbursement Agent. SECTION 7.1 Rights, Duties, etc......................................... 13 SECTION 7.2 Resignation or Removal...................................... 14
Disbursement Agent. Unless otherwise specified herein, all distributions under this Plan shall be made by Reorganized Panolam as Disbursement Agent or such other entity designated by Reorganized Panolam as a Disbursement Agent on the Effective Date. No Disbursement Agent hereunder, including, without limitation, the Administrative Agent, shall be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.
Disbursement Agent. Owner reserves the right to designate and utilize a disbursement agent for the purpose of monitoring and disbursing advances hereunder. The reasonable fees and costs of the disbursement agent shall be treated as a Soft Cost under the Budget.