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.
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.
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.
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 Letters of Credit, and otherwise to communicate with the Agent with respect thereto.
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. The Disbursement Agent shall, pursuant to irrevocable instructions set forth in the Disbursement Agent Agreement and the Letter of Transmittal, pay to each Stockholder out of the Disbursement Fund the Share Price to be paid per share of Company Common Stock held by such Stockholder pursuant to Section 2.5, and shall further pay the amounts owed in accordance with the Non-Competition Agreements to the Key Employees who have entered into Non-Competition Agreements pursuant to Section 5.1 hereof. In accordance with the terms of the Disbursement Agent Agreement, the Company and the Stockholders have appointed and constituted the Disbursement Agent with power to act individually, as the Company’s and the Stockholders’ representative for purposes of disbursement of all of Purchaser’s payments hereunder, to act and exercise any and all powers on behalf of Company and the Stockholders in relation to the receipt and distribution of the all of Purchaser’s payments hereunder, and the Disbursement Agent has accepted such appointment.
Disbursement Agent. The Beneficiaries may appoint or designate the Disbursement Agent to exercise or enforce their rights and remedies under this Agreement and to otherwise act on their behalf in all matters related hereto. Guarantor shall respect and treat any and all actions so taken by the Disbursement Agent as if taken by the Beneficiaries. All references in this Agreement to the Disbursement Agent shall mean and be construed as the Disbursement Agent acting pursuant to the applicable Disbursement Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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.
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.
