By Agent. Agent’s obligations with respect to the foregoing indemnity shall survive the expiration or earlier termination of this Agreement.
By Agent. If AGENT is in substantial compliance with this Agreement and CELLULAR ONE materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice thereof is delivered to CELLULAR ONE, AGENT may terminate this Agreement effective thirty (30) days after delivery to CELLULAR ONE of written notice thereof and AGENT shall not be bound by the provisions in Paragraph 20, "Covenants Not To Compete." A termination of this Agrexxxxx xx XXXXX (xxxxxxx express or reasonably implied from AGENT's acts or omissions) for any reason other than a material breach hereof by CELLULAR ONE (coupled with substantial compliance by AGENT), and CELLULAR ONE's failure to cure such breach within thirty (30) days after receipt of written notice thereof, shall be deemed a termination by AGENT without cause.
By Agent. As a condition precedent to any right or license granted herein, Agent represents and warrants that (i) if Agent is an entity, it is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into this Agreement and to carry out its obligations hereunder, and (ii) the execution of this Agreement has been duly authorized by all necessary corporate or other action and this Agreement is a legal and valid obligation binding upon Agent, enforceable against Agent in accordance with its terms, and (iii) Agent has obtained and holds all licenses, permits and approvals of all governmental authorities necessary or appropriate to perform its obligations under this Agreement, operate its business, and to use the Product, and will continue to do so throughout the Term, and (iv) neither the execution, delivery and performance of this Agreement, nor Agent’s use of the Product will conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of any agreement, instrument or understanding, oral or written, to which such Agent is a signatory or by which it may be bound, and (v) it has not been and is not currently a party to any lawsuits, actions, proceedings, arbitrations, mediations, claims, orders or investigations by or before any governmental authority, arbitrator, mediator or any other third party that would materially adversely affect performance of its obligations under the Agreement (“Action”), and (vi) it has no knowledge of circumstances that exist that could reasonably be expected to give rise to any such Action and it has no knowledge that such Action has been threatened in writing or orally within the one hundred twenty (120) days preceding the execution of this Agreement, and (vii) it has no knowledge that there are any outstanding orders, judgments or decrees binding upon or relating to such Party that would materially adversely affect its performance of its obligation under the Agreement, and (viii) all materials and data provided by Agent do not infringe any United States patent, copyright, trademark, service xxxx or other Intellectual Property right of any third party, and (ix) Agent is now in compliance with and during the Term of this Agreement shall continue to remain in compliance with all applicable U.S. and foreign laws and regulations, and (x) if Agent is the End User of the Product, Agent shall execute and deliver to AgencyZOOM an...
By Agent. Agent may voluntarily terminate this Agreement with not less than 120 days notice in writing to the Commission specifying a date of termination which is the last day of a calendar month.
By Agent. As between Pledgors and Agent, Agent agrees to give a Notice of Exclusive Control only if a Noticed Default or an Event of Default has occurred and is continuing.
By Agent. (a) The Agent may at any time without reason terminate this agreement by giving to the Direct Standard Partner not less than 2 Business Days’ written notice.
By Agent. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender or that Swap Counterparty under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or that Swap Counterparty to pay on demand. Agent only obliged to pay when monies received Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender or any Swap Counterparty any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender or that Swap Counterparty until the Agent has satisfied itself that it has received that sum. Refund to Agent of monies not received If and to the extent that the Agent makes available a sum to the Borrower or a Lender or a Swap Counterparty, without first having received that sum, the Borrower or (as the case may be) the Lender or the Swap Counterparty concerned shall, on demand:
By Agent. The Agent shall give notice to the Borrower under Section 8.1(d) hereof promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof.
By Agent. The Agent shall indemnify the Issuer and the Guarantor (and the Issuer shall receive such indemnity for itself and on behalf of the Guarantor) against any actual direct loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which the Issuer (or the Guarantor) may incur or which may be made against it as a result of the wilful default, negligence or bad faith of the Agent or that of its officers or employees.
By Agent. Each Foreign Borrower hereby constitutes and appoints Agent, or Agent’s designated agent, as such Borrower’s attorney-in-fact to exercise, at any time, after the occurrence of an Event of Default, all or any of the following powers which, being coupled with an interest, shall be irrevocable until the complete and full payment of all of the Secured Obligations: