Solicitation of Tenders Sample Clauses

Solicitation of Tenders. (a) The Dealer Manager agrees to use its reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange pursuant to the Tender/Exchange Documents. Neither the Dealer Manager nor any of its affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager or any of the Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”), shall have any liability in tort, contract or otherwise to the City or the Authority or any other person for any act or omission on the part of any Target Bonds broker or dealer (other than any related Dealer Manager Party), commercial bank or trust company that solicits tenders, and no Dealer Manager Party shall have any liability to the City or the Authority or any person asserting claims on behalf of or in right of the City or the Authority in connection with or as a result of either its engagement or any matter governed by this Agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted from such Dealer Manager Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds broker or dealer (other than the Dealer Manager), commercial bank or trust company shall be deemed to act as the agent of the City or the Authority or the Dealer Manager. The Dealer Manager shall not be deemed the agent of any Target Bonds broker or dealer or of any commercial bank or trust company.
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Solicitation of Tenders. (a) The Solicitation Agent will use its best efforts to solicit tenders of Shares pursuant to the Offer to Exchange. The Solicitation Agent shall have no liability to the Company hereunder or for any act or omission on the part of any securities broker or dealer, commercial bank or trust company which may solicit tenders hereunder except to the extent any losses are finally judicially determined to have resulted from the gross negligence or willful misconduct of the Solicitation Agent. In soliciting or obtaining tenders of Shares, no dealer, bank or trust company is to be deemed to be acting as the Solicitation Agent's agent or the agent of the Company or any of its affiliates, and the Solicitation Agent is not to be deemed the agent of any dealer, bank or trust company or the agent or fiduciary of the Company or any of it affiliates, equity holders, creditors or of any other person. In soliciting or obtaining tenders of Shares, the Solicitation Agent shall not be and shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its affiliates in connection with the Offer to Exchange, any purchase of the Shares, or otherwise, and neither the Company nor any of its affiliates shall be deemed to act as the Solicitation Agent's agent.
Sample 1
Solicitation of Tenders. (a) You agree to use your customary reasonable efforts to solicit tenders of Securities pursuant to the Tender Offer. Neither you nor any of your affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of you or any of your affiliates, shall have any liability to the Company or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such persons or entities referred to above shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either your engagement or any matter referred to in this agreement except, as to each Dealer Manager, severally and not jointly, to the extent that such liability results from the gross negligence or bad faith of such Dealer Manager in performing the services that are the subject of this agreement. In soliciting tenders, no securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the Company, and you, as Dealer Managers, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company. Anything herein to the contrary notwithstanding, the obligations of you, as Dealer Managers, shall be several and not joint and no Dealer Manager shall be liable for any action or omission of the other Dealer Managers.
Sample 1
Solicitation of Tenders. (a) You agree to use your commercially reasonable efforts to solicit tenders of Old Securities and consents pursuant to the Exchange Offer in accordance with your customary practice only from holders of Old Securities who are “qualified institutional buyers” or QIBS (as defined in Rule 144A under the Securities Act) or who are non-U.S. persons (within the meaning of Regulations under the Securities Act) outside the United States, provided, that, in each case, such holders also qualify as exempt “institutional investors” under the state securities laws of each jurisdiction. Neither you nor any of your affiliates, nor any partners, directors, officers, agents, members, employees or controlling persons (if any) of you or any of your affiliates (you and any such party, collectively, “Affiliated Parties”), shall have any liability to any Note Party or any other person for any act or omission on the part of any securities broker or dealer (other than yourself), commercial bank or trust company that solicits tenders and consents, and neither you nor any other Affiliated Party shall have any liability to any Note Party or any person asserting claims on behalf of or in right of any Note Party in connection with or as a result of your engagement or any matter referred to in this agreement except to the extent that such liability results from your own gross negligence, bad faith or willful misconduct in performing the services that are the subject of this agreement. In soliciting tenders, no securities broker or dealer (other than yourself), commercial bank or trust company shall be deemed to act as your agent or the agent of the Note Parties, and you, as Dealer Manager, shall not be deemed to be the agent of any other securities broker or dealer or of any commercial bank or trust company.
Sample 1
Solicitation of Tenders. (a) The Dealer Managers agree to use their reasonable best efforts, in accordance with their customary practices, to solicit Holders of DBS Securities and GSS Securities, in each case, pursuant to the applicable Exchange Offer and related Consent Solicitation; notwithstanding the foregoing, nothing set forth in this Agreement shall require the Dealer Managers to continue to render services hereunder (i) for the period during which any restraining order shall remain in effect with respect to an Exchange Offer or related Consent Solicitation or with respect to any of the transactions in connection with, or contemplated by, such Exchange Offer or related Consent Solicitation or this Agreement if, in the Dealer Managers' sole judgment, they believe it inadvisable to render services pursuant hereto, or (ii) if the Dealer Managers' continuing so to act would, in their sole judgment, violate any statute, regulation or other law of the United States or any state or other jurisdiction applicable to such Exchange Offer or Consent Solicitation;
Sample 1
Solicitation of Tenders. (a) You agree to use your best efforts to solicit tenders and consents of Bonds pursuant to the Tender Offer. You shall have no liability in tort, contract or otherwise to either the Purchaser or the Company or any person related to either the Purchaser or the Company for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that may solicit tenders and consents, and you shall have no liability in tort, contract or otherwise hereunder except for your own gross negligence, bad faith or willful misconduct.
Sample 1
Solicitation of Tenders. You agree to use your best efforts to solicit tenders of Existing Notes pursuant to the Exchange Offer. Neither you nor any of your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability to the Offeror or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such other persons or entities referred to above shall have any liability to the Offeror or any person asserting claims on behalf of or in right of the Offeror in connection with or as a result of either your engagement or any matter referred to in this Agreement except to the extent that such liability results from your gross negligence or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the Offeror, and you, as Dealer Manager, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company.
Sample 1
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Solicitation of Tenders. You shall have no liability (in tort, contract or otherwise) to the Company or any other person related to the Company for any act or omission on the part of any securities broker or dealer (other than yourself), commercial bank or trust company that solicits tenders. In soliciting tenders, no securities broker or dealer, commercial bank or trust company shall be deemed to act as your agent of any other securities broker or dealer or of any commercial bank or trust company.
Sample 1
Solicitation of Tenders. Neither you nor any of your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability (in tort, contract or otherwise) to the Company or any other person for any losses, claims, damages, liabilities or expenses arising from your own acts in performing your obligations hereunder or otherwise in connection with the Company’s proposed acquisition of any interest in the Company, the Mxxxxx Sxxxxxx & Co. Incorporated November 17, 2003 Trust or PPL Capital Funding, except for any such losses, claims, damages, liabilities or expenses that are finally judicially determined to have resulted from your bad faith or gross negligence. You shall act as an independent contractor, and nothing herein contained shall constitute you an agent of the Company, the Trust or PPL Capital Funding.
Sample 1

Related to Solicitation of Tenders

  • Solicitation of Customers During the periods in which the provisions of Section 8(a) shall be in effect, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 24-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be. Provided, however, the goods or services must be competitive in some respect to the Company’s business during such time.

  • Solicitation The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

  • Non-Solicitation of Customers During the Restricted Period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any customer, supplier, licensee, licensor or other business relation of the Company to terminate its relationship or contract with the Company, to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company (including making any negative statements or communications concerning the Company or their employees).

  • Solicitations From and after the Closing Date, the Servicer agrees that it will not take any action or permit or cause any action to be taken by any of its agents and Affiliates, or by any independent contractors or independent mortgage brokerage companies on the Servicer's behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Servicer may solicit any Mortgagor for whom the Servicer has received a request for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, another mortgage company has pulled a credit report on the mortgagor or the mortgagor initiates a title search; provided further, it is understood and agreed that promotions undertaken by the Servicer or any of its Affiliates which (i) concern optional insurance products or other additional products or (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio, telephone and television advertisements shall not constitute solicitation under this Section, nor is the Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer shall be permitted to include in its monthly statements to borrowers or otherwise, statements regarding the availability of the Servicer's counseling services with respect to refinancing mortgage loans.

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