Appointment of the Placement Agent. The Seller and the Servicer each hereby appoints the Administrative Agent (in such capacity, or any Affiliate designated by the Administrative Agent, the “Placement Agent”) as the sole lead manager on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York (the “TALF Program”), or otherwise. For the avoidance of doubt, the Seller and Servicer hereby acknowledge that the appointment of the Placement Agent is a separate engagement from the “Liquidity Bank” role and arrangement provided by Citibank, N.A. or any of its affiliates and such appointment has been directed by the Seller in its sole discretion. In connection with such Refinancing, the Placement Agent shall, in its reasonable judgment and in consultation with the Seller, determine the timing, terms and Assets to be included in any such Refinancing; including any determination that the entry into such Refinancing would achieve extended terms and a lower cost of funds with respect to financing of the subject Loans than the existing terms hereunder. Upon receiving notice from the Placement Agent of a proposed Refinancing, the Seller, the Servicer and the Originator each agrees to cooperate with the Placement Agent and its designees, consistent with their rights hereunder and the terms hereof, to the extent necessary or appropriate to effectuate any Refinancing by the Placement Agent pursuant to the terms of this Section 2.22, including cooperating in making available to the Placement Agent the Asset Files and servicing records relating to the Loans. In consideration of the benefits received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the Seller, the Servicer and Originator shall (A) cooperate with the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files ...
Appointment of the Placement Agent. The Fund hereby appoints the Agent as its agent to place and to arrange for the placement of the Fund’s Shares (intended to primarily occur through brokers (each a “Sub-Placement Agent” and collectively, the “Sub-Placement Agents”) with whom the Agent has entered into or will enter into a sub-placement agent agreement related to the distribution of Shares (each, a “Sub-Placement Agent Agreement” or “Broker”), on the terms and for the period set forth in this Agreement, and the Agent xxxxxx accepts such appointment and agrees to act hereunder. This appointment is non-exclusive, and the Fund may appoint at any time and from time to time other placement agents in its sole discretion. Subject both to the performance in all material respects by the Fund of its obligations under this Agreement and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained in this Agreement, the Agent hereby accepts such agency and agrees on the terms and conditions set forth in this Agreement to use its best efforts to find qualified subscribers for Shares and to enter into Sub-Placement Agent Agreements as may be directed by the Fund in such forms as may be agreed to between the parties. The Agent will not have any liability to the Fund in the event that any subscriber fails to consummate the purchase of Shares in the Fund for any reason other than the Agent’s willful misconduct or gross negligence.
Appointment of the Placement Agent. (a) Subject to the terms and conditions and upon the basis of the representations and warranties set forth herein, the Fund hereby appoints the Placement Agent as its exclusive selling agent, and the Placement Agent agrees to use its best efforts, without any commitment on the part of the Placement Agent to purchase any Units, to procure subscribers for the Units at an initial purchase price of $12.50 per Unit and will continue such efforts to and including December 31, 2011, subject to a possible extension thru March 31, 2012 at the discretion of the Fund (the “Offering Period”).
Appointment of the Placement Agent. The Fund hereby appoints the Placement Agent a principal underwriter in connection with the offering and sale of the Shares on the terms set forth in this Agreement and the Placement Agent hereby accepts such appointment and agrees to act hereunder.
Appointment of the Placement Agent. The Trust hereby appoints the Placement Agent as the principal underwriter and placement agent of the Trust to sell Shares of the Funds to Acquiring Funds and any other eligible persons, and the Placement Agent hereby accepts such appointment.
Appointment of the Placement Agent. The Company hereby appoints the Placement Agent as its exclusive agent to offer and sell the Units on a "best efforts, any or all" basis to accredited investors, as set forth in Section 3 below. The Placement Agent, on the basis of the representations, warranties, covenants and agreements of the Company, and subject to the conditions contained herein, accepts such appointment and agrees to use its best efforts to sell the Units. It is understood that the Placement Agent has no commitment to sell the Units other than to use its best efforts.
Appointment of the Placement Agent. On the basis of the representations, warranties, covenants and agreements of the Placement Agent contained herein and subject to the conditions contained herein, the Company hereby appoints the Placement Agent as its exclusive agent to offer and sell to Accredited Investors the Units, on a "reasonable efforts" basis, until the earlier of (i) the date on which all of the Units offered in the Private Offering have been sold, or (ii) on or before the close of business on February 22, 1998, or (iii) such earlier date as shall be determined by the Company in its sole discretion (the "Offering Expiration Date"). The Placement Agent, on the basis of the representations, warranties, covenants and agreements of the Company contained herein, and subject to the conditions contained herein, accepts such appointment and agrees to use its reasonable efforts to sell the Units. It is understood that the Placement Agent has no commitment to sell the Units other than to use its reasonable efforts.
Appointment of the Placement Agent. The Company hereby appoints the Placement Agent as its exclusive agent to offer and sell the Units on a "best efforts, 100 Unit Minimum/168 Unit Maximum" basis to accredited investors, as set forth in Section 3 below. The Placement Agent, on the basis of the representations, warranties, covenants and agreements of the Company, and subject to the conditions contained herein, accepts such appointment and agrees to use its best efforts to sell the Units. It is understood that the Placement Agent has no commitment to sell the Units other than to use its best efforts.
Appointment of the Placement Agent. The Company hereby appoints the ---------------------------------- Placement Agent as its exclusive agent to offer and sell the Units to Investors on a "best efforts" basis, subject to the earlier termination of the Offering as provided herein. The Offering shall terminate on the earliest of (i) September 30, 1997, Subject to extension until December 31, 1997 by the Company and the Placement Agent in their sole discretion), (ii) the date all of the Units are sold; or (iii) such earlier date as determined by the Company and the Placement Agent. The Placement Agent, on the basis of the representations, warranties, covenants and agreements of the Company, and subject to the conditions contained herein, accepts such appointment and agrees to use its best efforts to sell the Units. It is understood that the Placement Agent has no commitment to sell the Units other than to use its best efforts.
Appointment of the Placement Agent. 1.1 Upon and subject to the terms and conditions hereinafter set forth, the Company hereby engages the Placement Agent as its exclusive agent for sale of the Shares on a “best efforts” basis for a period (the “Offering Period”) commencing on the date hereof and ending on the earlier of the Closing Date or September 30, 2005. The Placement Agent agrees to use its best efforts to sell the Shares as agent of the Company. It is understood and agreed that there is no firm commitment on the part of the Placement Agent to purchase any of the Shares. The Placement Agent may employ subagents who are members in good standing of the National Association of Securities Dealers, Inc. for the offer and sale of the Shares, and, if such subagents are so employed, the Placement Agent shall be solely responsible for compensating any such subagents out of the commission payable to the Placement Agent and the Company shall not be responsible for compensating such subagents.
