Matters relating to the Agent. (a) Credit Suisse First Boston, New York branch, in its capacity as Agent will be responsible for (i) effecting this Transaction, (ii) issuing all required confirmations and statements to Party A and Party B, (iii) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (iv) unless otherwise requested by Party B, receiving, delivering, and safeguarding Party B's funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law.
Matters relating to the Agent. (a) Deutsche Bank AG, New York branch, in its capacity as Agent will be responsible for (i) effecting this Transaction, (ii) issuing all required confirmations and statements to Deutsche and Counterparty, (iii) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (iv) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law.
Matters relating to the Agent. (a) Credit Suisse First Boston, New York branch, in its capacity as Agent will be responsible for (i) effecting this Transaction, (ii) issuing all required confirmations and statements to Party A and Party B, (iii) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (iv) unless otherwise requested by Party B, receiving, delivering, and safeguarding Party B’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law. ISSUER CALL SPREAD
Matters relating to the Agent. Each party agrees that the Agent, in its capacity as such (as distinguished from Banc of America Securities LLC, in its capacity as Calculation Agent) (i) acts as agent only, (ii) is not acting as a principal with respect to any Transaction Document and (iii) shall have no responsibility or liability (including without limitation, by way of guarantee, endorsement or otherwise) to any party in respect of any Transaction Document, including without limitation, in respect of the failure of a party to pay or perform under any Transaction Document. The Issuer hereby agrees that it will not proceed against the Agent in respect of any obligation owed to it under any Transaction Document.
Matters relating to the Agent. The Agent acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws of the United States, and the Offered Shares may only be offered in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws of the United States. Accordingly, the Agent on behalf of itself and its affiliates, including its U.S. Affiliate, represents, warrants and covenants, to and with the Corporation, that:
Matters relating to the Agent. Each Agent acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States, and the Securities may only be offered in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Accordingly, the Agent on behalf of itself and its affiliates, including its U.S. Affiliate, represents, warrants and covenants, to and with the Company, that:
Matters relating to the Agent. (1) Deutsche Bank AG, New York branch (“DBNY” or “Agent”), in its capacity as agent under this Agreement will be responsible for (i) effecting this Agreement, (ii) issuing all required confirmations and statements to the parties, (iii) maintaining books and records relating to this Agreement in accordance with its standard practices and procedures and in accordance with applicable law and (iv) unless otherwise requested by Cephalon or an Assignee, as applicable, receiving, delivering, and safeguarding Cephalon’s and Assignee’s funds and any securities in connection with this Agreement, in accordance with its standard practices and procedures and in accordance with applicable law.
