Common use of Role of Agent Clause in Contracts

Role of Agent. As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting the Transaction, (ii) issuing all required confirmations and statements to Dealer and Counterparty, (iii) maintaining books and records relating to the Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with each Transaction, in compliance with Rule 15c3-3 under the Exchange Act. Credit Suisse Securities (USA) LLC is acting in connection with the Transaction solely in its capacity as Agent for Dealer and Counterparty pursuant to instructions from Dealer and Counterparty. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent at the following address: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Txxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: txxxxx.xxxxxx@xxxxxx-xxxxxx.xxx With a copy to: Credit Suisse Securities (USA) LLC 1 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Senior Legal Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: sxxxxxx.xxxx@xxxxxx-xxxxxx.xxx For payments and deliveries: Facsimile No.: (000) 000 0000 Telephone No.: (000) 000 0000 / (000) 000 0000 For all other communications: Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby. Dealer is not a member of the SIPC (Securities Investor Protection Corporation). Dealer represents that it is an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that is registered with and fully-regulated by the SEC, Credit Suisse Securities (USA) LLC.

Appears in 4 contracts

Samples: Letter Agreement (NIO Inc.), NIO Inc., NIO Inc.

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Role of Agent. As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting the Transaction, (ii) issuing all required confirmations and statements to Dealer and Counterparty, (iii) maintaining books and records relating to the Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with each Transaction, in compliance with Rule 15c3-3 under the Exchange Act. Credit Suisse Securities (USA) LLC is acting in connection with the Transaction solely in its capacity as Agent for Dealer and Counterparty pursuant to instructions from Dealer and Counterparty. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent at the following address: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Txxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: txxxxx.xxxxxx@xxxxxx-xxxxxx.xxx With a copy to: Credit Suisse Securities (USA) LLC 1 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Senior Legal Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: sxxxxxx.xxxx@xxxxxx-xxxxxx.xxx 22 For payments and deliveries: Facsimile No.: (000) 000 0000 Telephone No.: (000) 000 0000 / (000) 000 0000 For all other communications: Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby. Dealer is not a member of the SIPC (Securities Investor Protection Corporation). Dealer represents that it is an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that is registered with and fully-regulated by the SEC, Credit Suisse Securities (USA) LLC.

Appears in 3 contracts

Samples: Letter Agreement (Ironwood Pharmaceuticals Inc), Letter Agreement (Ironwood Pharmaceuticals Inc), Ironwood Pharmaceuticals Inc

Role of Agent. As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting the Transaction, (ii) issuing all required confirmations and statements to Dealer and Counterparty, (iii) maintaining books and records relating to the Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with each the Transaction, in compliance with Rule 15c3-3 under the Exchange Act. Credit Suisse Securities (USA) LLC is acting in connection with the Transaction solely in its capacity as Agent for Dealer and Counterparty pursuant to instructions from Dealer and Counterparty. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. Any and all notices, demands, or communications of any kind relating to this the Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent at the following address: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Txxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: txxxxx.xxxxxx@xxxxxx-xxxxxx.xxx With a copy to: Credit Suisse Securities (USA) LLC 1 00 Xxxxxxx Xxxxxx, 0xx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Senior Legal Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: sxxxxxx.xxxx@xxxxxx-xxxxxx.xxx For payments and deliveries: Facsimile No.: (000) 000 0000 Telephone No.: (000) 000 0000 / (000) 000 0000 For all other communications: Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby. Dealer is not a member of the SIPC (Securities Investor Protection Corporation). Dealer represents that it is an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that is registered with and fully-regulated by the SEC, Credit Suisse Securities (USA) LLC.

Appears in 1 contract

Samples: Pioneer Natural Resources Co

Role of Agent. As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting the Transaction, (ii) issuing all required confirmations and statements to Dealer Party A and CounterpartyParty B, (iii) maintaining books and records relating to the Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by CounterpartyParty B, receiving, delivering, and safeguarding CounterpartyParty B’s funds and any securities in connection with each the Transaction, in compliance with Rule 15c3-3 under the Exchange Act. Credit Suisse Securities (USA) LLC is acting in connection with the Transaction solely in its capacity as Agent for Dealer Party A and Counterparty Party B pursuant to instructions from Dealer Party A and Counterparty. Party B. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Dealer Party A or Counterparty Party B arising from any failure by Dealer Party A or Counterparty Party B to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer Party A or Counterparty Party B with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Dealer Party A and Counterparty Party B agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer Party A and Counterparty Party B shall be transmitted exclusively through Agent at the following address: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Txxxxx Xxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: txxxxx.xxxxxx@xxxxxx-xxxxxx.xxx xxxx.xxx-xxx-xxx@xxxxxx-xxxxxx.xxx With a copy to: Credit Suisse Securities (USA) LLC 1 00 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Senior Legal Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: sxxxxxx.xxxx@xxxxxx-xxxxxx.xxx xxxx.xxxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx For payments and deliveries: Facsimile No.: (000) 000 0000 Telephone No.: (000) 000 0000 / (000) 000 0000 For all other communications: Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer Party A and Counterparty Party B upon written request. The Agent will furnish to Counterparty Party B upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby. Dealer Party A is not a member of the SIPC (Securities Investor Protection Corporation). Dealer Party A represents that it is an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that is registered with and fully-regulated by the SEC, Credit Suisse Securities (USA) LLC.. Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, CREDIT SUISSE CAPITAL LLC By: /s/ Xxxx Xxxx Xxxxx Name: Xxxx Xxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory CREDIT SUISSE SECURITIES (USA) LLC, as Agent By: /s/ Xxxx Xxxx Xxxxx Name: Xxxx Xxxx Xxxxx Title: Authorized Signatory Confirmed as of the date first written above: PERFORMANCE FOOD GROUP COMPANY By: /s/ Xxxxx X. Hope Name: Xxxxx X. Hope Title: Executive Vice President, Chief Financial Officer SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Forward Price Reduction Amount N/A N/A ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: Letter Agreement (Performance Food Group Co)

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Role of Agent. As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting the Transaction, (ii) issuing all required confirmations and statements to Dealer and Counterparty, (iii) maintaining books and records relating to the Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with each the Transaction, in compliance with Rule 15c3-3 under the Exchange Act. Credit Suisse Securities (USA) LLC is acting in connection with the Transaction solely in its capacity as Agent for Dealer and Counterparty pursuant to instructions from Dealer and Counterparty. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. Any and all notices, demands, or communications of any kind relating to this the Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent at the following address: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Txxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: txxxxx.xxxxxx@xxxxxx-xxxxxx.xxx With a copy to: Credit Suisse Securities (USA) LLC 1 00 Xxxxxxx Xxxxxx, 0xx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Senior Legal Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: sxxxxxx.xxxx@xxxxxx-xxxxxx.xxx For payments and deliveries: Facsimile No.: (000) 000 0000 Telephone No.: (000) 000 0000 / (000) 000 0000 For all other communications: Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby. Dealer is not a member of the SIPC (Securities Investor Protection Corporation). Dealer represents that it is an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that is registered with and fully-regulated by the SEC, Credit Suisse Securities (USA) LLC.00000

Appears in 1 contract

Samples: Pioneer Natural Resources Co

Role of Agent. As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting the Transaction, (ii) issuing all required confirmations and statements to Dealer and Counterparty, (iii) maintaining books and records relating to the Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with each Transaction, in compliance with Rule 15c3-3 under the Exchange Act. Credit Suisse Securities (USA) LLC is acting in connection with the Transaction solely in its capacity as Agent for Dealer and Counterparty pursuant to instructions from Dealer and Counterparty. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent at the following address: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Exxxxx Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10010 Attention: Txxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: txxxxx.xxxxxx@xxxxxx-xxxxxx.xxx With a copy to: Credit Suisse Securities (USA) LLC 1 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx XxxxFloor New York, Xxx Xxxx 00000 New York 10010 Attn: Senior Legal Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: sxxxxxx.xxxx@xxxxxx-xxxxxx.xxx For payments and deliveries: Facsimile No.: (000) 000 0000 Telephone No.: (000) 000 0000 / (000) 000 0000 For all other communications: Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby. Dealer is not a member of the SIPC (Securities Investor Protection Corporation). Dealer represents that it is an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that is registered with and fully-regulated by the SEC, Credit Suisse Securities (USA) LLC.

Appears in 1 contract

Samples: Letter Agreement (NIO Inc.)

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