Agent and Indemnity Agreement definition

Agent and Indemnity Agreement means the agreement among Agent and Sellers, LJVH Investment ULC and LJVH Investment L.P. dated on or before the date hereof pursuant to which each Seller and each of LJVH Investment ULC and LJVH Investment L.P. grants Agent an irrevocable mandate to act as each such Person’s agent with respect to the Escrow Agreement and this Agreement and all matters contemplated hereby and thereby.
Sample 1

Examples of Agent and Indemnity Agreement in a sentence

  • In order to administer efficiently the determination of certain matters under this Agreement, each Seller has executed the Agent and Indemnity Agreement appointing Agent and irrevocably authorizing Agent to act as each such Seller’s agent with respect to all matters under this Agreement and the Escrow Agreement.

  • Agent hereby accepts such appointment and agrees to perform the responsibilities set forth in the Agent and Indemnity Agreement, which Agent and Indemnity Agreement may not be amended without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.

  • Subject to the terms of the Agent and Indemnity Agreement, all decisions and actions taken by Agent shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same.

Related to Agent and Indemnity Agreement

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Guaranty Agreements means and includes the Guarantee of the Loan Parties provided for in Section 11 and any other guaranty agreement executed and delivered in order to guarantee the Secured Obligations or any part thereof in form and substance acceptable to the Administrative Agent.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • VA Loan Guaranty Agreement means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Facility Agreements means the agreements of that name between the Issuer and different

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Reimbursement Agreement as defined in Section 2.8(b).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Disbursement Agreement means the Master Disbursement Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Bank Facilities Administrative Agent, the Disbursement Agent, the Borrowers and LCR, in substantially the form of Exhibit D-3 hereto, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof and thereof.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Environmental Agreement means the Environmental Indemnification and Release Agreement of even date herewith by and between Borrower and Lender pertaining to the Property, as the same may from time to time be extended, amended, restated or otherwise modified.

  • Related Party Agreement means any agreement, arrangement, or understanding between the Company and any Stockholder or any Affiliate of a Stockholder or any Director, officer, or employee of the Company, as such agreement may be amended, modified, supplemented, or restated in accordance with the terms of this Agreement.

  • Lease Guaranty A guaranty of certain obligations of Tenant under this Lease executed and delivered by each Guarantor substantially in the form of Exhibit G annexed hereto.

  • Facility Agreement means the Facility Agreement referred to in Recital (A).

  • Related Party Agreements shall have the meaning set forth in Section 3.19 herein.

  • Master Letter of Credit Agreement means, at any time, with respect to the issuance of Letters of Credit, a master letter of credit agreement or reimbursement agreement in the form, if any, being used by the Issuing Lender at such time.

  • Amended Facility Agreement means the Facility Agreement as amended and supplemented by this Agreement.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Canadian Security Agreements means, collectively, those certain Amended and Restated Security Agreements, dated as of the Restatement Date, and those certain deeds of movable hypothec dated on or about the Restatement Date, made by the Canadian Credit Parties party thereto in favor of Agent, on behalf of itself and for the benefit of the Secured Parties, as amended, restated, supplemented or otherwise modified from time to time.

  • Agent's Fee Letter means the letter agreement, dated as of the date hereof (as hereafter amended from time to time) between the Borrower and the Agent respecting certain fees payable to the Agent for its own account.

  • Amended Credit Agreement means the Existing Credit Agreement as amended hereby.

  • Canadian Security Agreement means that certain Security Agreement, dated as of the Original Effective Date (as amended, amended and restated, supplemented or otherwise modified from time to time), between the Canadian Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent, and the other Lender Parties, and any other pledge or security agreement entered into, after the Original Effective Date by any other Canadian Loan Party (as required by this Agreement or any other Loan Document).