Direction to Agent Clause Samples

Direction to Agent. You agree to promptly notify Facility of any and all changes in address, phone number or identity of any Agent. You direct all current and future Agents to comply with all obligations as set forth in the Admission Agreement. If you are declared legally incompetent under State law, all Rights and Responsibilities specified shall devolve upon your judicially designated legal representative. WHO CAN THE FACILITY COMMUNICATE WITH REGARDING YOUR CARE AND TREATMENT WHILE YOU ARE AT THE FACILITY: The Facility may disclose to a family member, other relative, a close personal friend, or any other person identified by you your protected health information directly relevant to that person's involvement with your care or the payment for your care. The Facility may also use or disclose your protected health information to notify or assist in notifying (including identifying or locating) such person of your location, general condition or death. However, this can only occur if you agree to a disclosure to such person. If you wish to name such a person and agree to such disclosures, please designate the family member, other relative, close personal friend, or any other person and to whom the Home may make such disclosures (a “Family Member/Friend”): FOR MEDICARE PART A COVERED RESIDENTS AND ALL NON-MEDICAID RESIDENTS: Resident, who is not covered by Medicare Part A, agrees to pay Facility the sum of $ (private) (semi-private) per day, plus any assessment levied by New York State from time to time, payable monthly in advance for the Basic Services. If Resident is a Medicare beneficiary whose stay is covered under Medicare Part A, the Basic Charge for the Covered Services shall be the Medicare Part A rate for Facility. The Covered Services for such Medicare Part A covered stays shall include the Basic Services, the audiology, rehabilitative therapies, laboratory and x-ray services, and certain transportation charges as detailed in the Agreement. Each Resident’s case is reviewed by Facility and the intermediary, in accordance with Medicare regulations, to determine eligibility and length of coverage, if any. If Resident has met all of the Medicare eligibility requirements, Resident will be eligible to receive up to one hundred (100) days of Medicare Part A coverage, per Benefit Period, if medically qualified. The full cost of Covered Services for the first twenty (20) days will be paid to Facility by Medicare through Medicare Part A rate. For the next eighty (80) days, provi...

Direction to Agent. Each Revolving Lender agrees that this Agreement shall be deemed a direction to the Administrative Agent: (a) to take all actions consistent with this Agreement to support pursuit of and consummation of the Transaction and the transactions contemplated by the definitive documents relating thereto; (b) to the extent applicable to it, to take or refrain from taking such actions as are set forth in Section 4(j) above, consistent with the Revolving Lenders’ obligations set forth herein; and (c) to use all authority under the Credit Agreement to bind all Revolving Lenders party thereto to the Transaction and any definitive documents relating thereto, including the Definitive Documents, to the extent applicable.

Direction to Agent. The undersigned Lenders party hereto constituting the Required Lenders hereby (a) direct the Agent to execute and deliver this Agreement and (b) acknowledge and agree that (i) the direction in this Section 10 constitutes a direction from the Required Lenders under the provisions of Article 8 of the Credit Agreement and (ii) Article 8 and Section 9.05 of the Credit Agreement shall apply to any and all actions taken by the Agent in accordance with such direction.

Direction to Agent. Each undersigned Lender (i) hereby certifies that it is a Lender and that collectively the undersigned Lenders constitute the Required Lenders under the Subordinated Credit Agreement, (ii) hereby authorizes and directs the Agent to promptly (x) execute and deliver this Amendment, (y) consent to the Specified Permitted Individual Disposition and (z) execute and deliver that certain Consent and Amendment No. 2 to Subordination and Intercreditor Agreement, dated as of the date hereof, in substantially the form attached hereto as Exhibit E (the “Consent and Amendment”), and (iii) acknowledges and agrees that (A) the Agent has executed this Amendment and the Consent and Amendment in reliance on the direction set forth in clause (ii) of this Section 9, and (B) the Agent will not have any responsibility or liability for executing such documents or ascertaining or confirming whether such documents are consistent with or comply with the terms of the Amended Subordinated Credit Agreement or any other Loan Document.

Direction to Agent. The Corporation and the Securityholders direct the Agent to hold the pooled securities in pool until they are released from pool under this Agreement.

Direction to Agent. The undersigned ▇▇▇▇▇▇▇ hereby represent and warrant that they constitute not less than Required Lenders as of the date hereof and hereby direct and authorize the Agent to execute this Amendment.

Direction to Agent. Each undersigned Lender (i) hereby certifies that it is a Lender and that collectively the undersigned Lenders constitute 100% of the Lenders under the Subordinated Credit Agreement, (ii) hereby authorizes and directs the Agent to promptly acknowledge and execute this Amendment and that certain Consent Under Subordination and Intercreditor Agreement dated as of the date hereof in substantially the form attached hereto as Exhibit B (the “Consent”), and (iii) acknowledges and agrees that (A) the Agent has executed this Amendment and the Consent in reliance on the direction set forth in clause (ii) of this Section 10, and (B) the Agent will not have any responsibility or liability for executing such documents or ascertaining or confirming whether such documents are consistent with or comply with the terms of the Subordinated Credit Agreement (as amended by this Amendment) or any other Loan Document.

Direction to Agent. The Issuer, Canaccord and the Securityholders direct the Agent to hold the pool securities in pool until they are released from pool under this Agreement.

Direction to Agent. 18.1 By executing this Agreement, acting hereunder and receiving documents hereunder, the Agent shall be entitled to the rights, benefits, protections, indemnities and immunities afforded to it under the Security Agreement and the other Transaction Documents. By their signatures hereto, each of the Holders (constituting all Holders of Notes) (x) confirm that they have received each of the documents required hereunder and the conditions to the effectiveness of this Agreement have been satisfied or waived, (y) hereby direct the Agent to execute and deliver this Agreement and the other Transaction Documents to which it is a party and (z) acknowledge and agree that (A) the direction in clause (y) of this Section 18 constitutes a direction from the Holders under the provisions of Section 6.12 of the Security Agreement and (B) Section 6.12 of the Security Agreement shall apply to any and all actions taken by the Agent in accordance with such direction. 18.2 Each Holder of Notes, by its acceptance thereof, hereby (i) consents and agrees to the terms of the Security Documents and Transaction Document (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Agent to enter into any Security Documents and Note Amendment Transaction Documents on such Holder’s and Agent’s behalf), in each case, as the same may be in effect or may be amended or otherwise modified from time to time in accordance with their terms and this Agreement, the Purchase Agreement and the Notes, (ii) authorizes and appoints the Agent, and authorizes and directs the Agent to enter into the Security Documents and the Note Amendment Transaction Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Agent shall be entitled to all rights, privileges, immunities and protections of the Agent set forth in in this Agreement and the Transaction Documents, including but not limited to the right to be compensated, reimbursed and indemnified under Section 6.12 of the Security Agreement, in the acceptance, execution, delivery and performance of its role as Agent hereunder and under the Transaction Documents as though fully set forth therein.