By the Agent. The Agent shall defend, indemnify and hold the Company, its Affiliates and their respective officers, directors, employees and agents harmless from and against any and all losses, demands, liabilities, costs and expenses (including reasonable attorney's fees and disbursements) incurred by or imposed upon any of them arising out of any and all governmental or private actions (or their insurers under rights of subrogation or otherwise) that are related in any way to (i) the storage, use, transfer or sale including without limitation, the labeling, packaging, distribution, promotion and marketing of the units of the Product supplied by the Company to the Agent; (ii) any claim of failure by the Agent to comply with governmental requirements applicable to the Agent relating to the Product; or (iii) any negligent or willful act or omission by the Agent in connection with its performance of this Agreement or any breach by the Agent of any of its representations, warranties or covenants contained herein.
By the Agent. Unless otherwise required by applicable law (including, without limitation, the order of any governmental authority having jurisdiction and authority to issue such order or upon the request or demand of, or in connection with any investigation, proceeding or audit by, any governmental authority or rating agency, if such request or demand shall have the force of law or be made in connection with the exercise of such authority's regulatory functions or such agency's normal functions), the Agent agrees to maintain the confidentiality of any information provided to the Agent by the Seller or the Originator; provided, however, that such information may be disclosed to third parties to the extent such disclosure is (i) made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Seller and the Originator or (ii) to the Agent's legal counsel and accountants if they agree to hold it confidential or (iii) with respect to information generally available to the public or which becomes available to the public through no fault of the Agent.
By the Agent. Where personal consideration is not the main foundation of the contract, it may be performed by the agent.
By the Agent. The Agent agrees that should it receive contrary to the provisions of this Agreement any monies from the sale, liquidation, casualty or other disposition of or as a result of its Lien in the Collateral, it will (unless otherwise restricted by law) hold the same for the Subordinated Lender and promptly pay over the same to the Subordinated Lender for application to the Subordinated Lender Obligations in accordance with the provisions of Section 5 of this Agreement.
By the Agent. The Agent shall indemnify on demand the Issuer and the Guarantor against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, properly incurred legal fees and any applicable value added tax) which either of them incurs as a result of the negligence, wilful misconduct, wilful default or fraud of the Agent or that of its officers, employees or agents. Notwithstanding the foregoing, under no circumstances will the Agent be liable to the Issuer and the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.
By the Agent. Notwithstanding anything herein to the contrary, no Loan or Letter of Credit shall be used for the purchasing or carrying of any Margin Stock.
By the Agent. For the purpose of any requirement under this Agreement or the other Loan Documents that the Company or one of its officers confirms, repeats or is deemed to have repeated, the accuracy of a representation and warranty which relies upon a schedule for disclosure of information as at any time after the date hereof, the schedule referred to in that representation and warranty shall be deemed to be a reference to the most recently amended or supplemented schedule."
By the Agent. The Agent shall defend, indemnify and hold the Company, its Affiliates and their respective officers, directors, employees and agents harmless from and against any and all losses, demands, liabilities, costs and expenses (including reasonable attorney's fees and disbursements) incurred by or imposed upon any of them arising out of any and all governmental or private actions (or their insurers under rights of subrogation or otherwise) that are related in any way to (i) the storage, use, transfer or sale including without limitation, the labeling, packaging, distribution, promotion and marketing of the units of the Product supplied by the Company to the Agent; (ii) any claim of failure by the Agent to comply with governmental requirements applicable to the Agent relating to the Product; or (iii) any negligent or willful act or omission by the Agent in connection with its performance of this Agreement or any breach by the Agent of any of its representations, warranties or covenants contained herein. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
By the Agent. The Agent agrees to indemnify and hold harmless the Company, its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection a. above, as incurred, but only with respect to (i) untrue statements or omissions, or alleged untrue statements or omissions, of a material fact made in reliance upon and in conformity with written information about the Agent, or the compensation of the Agent, furnished to the Company by the Agent expressly for inclusion in the Prospectus or (ii) any breach of any representation, warranty, covenant or agreement of the Agent contained in this Agreement; provided that the indemnity in this subsection b. shall not apply to: (x) any settlement by the Company or any person entitled to indemnification hereunder effected without the prior written consent of the Agent (not to be unreasonably withheld); and (y) any suit, action or proceeding initiated by the Agent against the Company to enforce the terms of this Agreement. The Company acknowledges that statements included in the Prospectus section entitled, “The Offering - Plan of Distribution”, contain the only information furnished in writing by or on behalf of the Agent for inclusion in the Prospectus.
By the Agent. The Borrower hereby irrevocably authorizes the Agent to, and the Agent shall, on such date disburse the proceeds of each Revolving Loan requested by the Borrower pursuant to this subsection 2.1(b)(iii) in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation substantially in the form of EXHIBIT 2.1(b)(iii) hereto (a "Notice of Account Designation") delivered by the Borrower to the Agent or as may be otherwise agreed upon the Borrower and the Agent from time to time.