Agent shall definition

Agent shall have the meaning given to it in Section 8.2(c). Agreement shall mean this Agreement as originally in effect, including unless the context otherwise specifically requires, all schedules and exhibits hereto, as the same may from time to time be supplemented, amended, modified or restated in the manner herein or therein provided. Alternative Transaction shall have the meaning given to it in Section 1.9. Applicable Law shall mean any Law of any Authority, whether domestic or foreign, including without limitation the DGCL, all federal and state securities laws, the Code, ERISA and Environmental Laws, to or by which a Person or it or any of its business or operations is subject or any of its property or assets is bound. Authority shall mean any governmental or quasi-governmental authority, whether administrative, executive, judicial, legislative or other, or any combination thereof, including without limitation any federal, state, territorial, county, municipal or other government or governmental or quasi-governmental agency, arbitrator, authority, board, body, branch, bureau, central bank or comparable agency or Entity, commission, corporation, court, department, instrumentality, master, mediator, panel, referee, system or other political unit or subdivision or other Entity of any of the foregoing, whether domestic or foreign. Benefit Arrangement shall mean any material benefit arrangement that is not a Plan, including (i) any employment or consulting agreement, (ii) any arrangement providing for insurance coverage or workers' compensation benefits, (iii) any incentive bonus or deferred bonus arrangement, (iv) any arrangement providing termination allowance, severance, salary continuation for disability, or other leave of absence, supplemental unemployment benefits, lay-off, reduction in force or similar benefits, (v) any equity compensation plan, (vi) any deferred compensation plan, (vii) any compensation policy and practice, (viii) any educational assistance arrangements or policies and (ix) any change of control arrangements or policies. Cash Amount shall mean the difference between (a) $12,090,000 and (b) in the event the Company Indebtedness Calculation exceeds $500,000, an amount equal to such amount above $500,000. Cash Conversion Number shall mean the quotient obtained by dividing (i) the Cash Amount by (ii) the sum of (a) the number of shares of Company Stock issued and outstanding immediately prior to the Merger (except shares subject to Section 2.1(b...
Sample 1
Agent shall mean a single outside law firm representing the Administrative Agent and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing the Administrative Agent). (b) The Borrower agrees to indemnify each Agent and each Bank, their respective affiliates and the respective directors, officers, agents, partners, advisors, representatives and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (including, without limitation, at any time following the payment of the Obligations) be asserted against any Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities of the Borrower or any Environmental Affiliate involving Materials of Environmental Concern, or (iv) the breach of any environmental representation or warranty set forth herein, but excluding those liabilities, losses, damages, costs and expenses (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement or that are excluded under Section 8.3, (b) incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction, (c) arising from any violation of Environmental Law relating to a Property, which violation is caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set for...
Sample 1
Agent shall mean the person named as the "Agent" in the Indenture until a ----- successor shall have become such pursuant to the applicable provisions of the Indenture, and thereafter "Agent" shall mean such successor. Basic Rent shall mean that portion of the Rent payable under Section ---------- 5.02(x). Bond Payment Date shall mean a date on which any installment of the ----------------- principal of (and premium, if any) or interest on the Bonds is due and payable, whether at the stated maturity or due date, or on a date fixed for optional or mandatory redemption of any Bond of any series of Bonds, or upon acceleration of the Bonds. Contribution Agreement shall mean that certain Contribution Agreement dated ---------------------- the date of execution by and among the Xxxxxxx County Commission, the Xxxxxxx County Economic Development Commission, Forward Xxxxxxx County, and the Issuer, as providers thereunder, and the Issuer for the purposes thereof.
Sample 1

Examples of Agent shall in a sentence

  • A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

  • No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

  • If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent.

  • The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

  • In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

  • The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.

  • All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

  • If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

  • All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

  • The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.


More Definitions of Agent shall

Agent shall promptly after Borrower's request and at Borrower's expense, appraise the Forced Liquidation Value of any item of Eligible Equipment not covered by the most recent appraisal of the Eligible Equipment delivered to Borrower and Lenders pursuant to this Section 4.6. Agent shall deliver a copy of any appraisal pursuant to this Section 4.6 to the Borrower and the Lenders promptly after the completion thereof."
Sample 1
Agent shall mean THE PROVIDENT BANK, an Ohio banking corporation, whose mailing address is 1111 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000.
Sample 1
Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.12, the Trustee may appoint, upon prior written approval of the Master Servicer, a successor Paying Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Paying Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Paying Agent. Any reasonable compensation paid to any Paying Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.
Sample 1

Related to Agent shall

  • Collection Agent Fee has the meaning specified in Section 6.03.

  • Auction Agent Fee has the meaning set forth in the Auction Agent Agreement.

  • Administrative Agent Fee shall have the meaning assigned to such term in Section 2.05(b).

  • Administrative Agent Fees shall have the meaning assigned to such term in Section 2.05(b).

  • Transfer Agent and Registrar shall have the meaning set forth in Section 2.5(e) hereof.

  • Administrative Agent Fee Letter means the Administrative Agent Fee Letter dated as of the Closing Date between the Borrower and the Administrative Agent.

  • Collateral Agent Fees shall have the meaning assigned to such term in Section 2.12(c).

  • Collateral Agent Fee Letter means the fee letter between the Collateral Agent and the Borrower setting forth the fees and other amounts payable by the Borrower to the Collateral Agent, the Custodian and the Securities Intermediary under the Facility Documents, in connection with the transactions contemplated by this Agreement.

  • Disbursement Agent means Deutsche Bank National Trust Company and its successors and permitted assigns, or such other entity as mutually agreed upon by Agent and Seller.

  • Agent Fee Letter means the Agent Fee Letter between Borrower and Agent, dated as of the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

  • Agent Fees has the meaning assigned to such term in Section 2.10(c).

  • Subordination Agent Representatives has the meaning specified in Section 2.05(a).

  • Calculation Agent Agreement means the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the Calculation Agent, as amended from time to time.

  • Auction Agent Agreement means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" shall mean such Substitute Auction Agent Agreement.

  • Fiscal Agent Agreement has the meaning provided in Section 2.10(b).

  • Agent means any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the date hereof, between the Depositor and U.S. Bank Trust National Association, as Warrant Agent and as Trustee, as the same may be amended from time to time.

  • Agent Account means such account of the Administrative Agent in New York, New York as is designated in writing from time to time by the Administrative Agent to the Borrower and the Lenders for such purpose.

  • Administrative Agent Account has the meaning assigned to such term in Section 5.15(b).

  • Administrative Agent-Related Persons means Administrative Agent (including any successor agent), together with its Affiliates and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

  • Construction Agent means any registered or licensed

  • Paying Agent Fee means the portion of the Trustee Fee payable to the Paying Agent in an amount agreed to between the Trustee and the Paying Agent.

  • Depositary Agent shall have the meaning set forth in Section 7(c) hereof.

  • Collateral Agent Agreement shall have the meaning set forth in Section 3 of the Subscription Agreement;

  • Collateral Agent Expenses means the expenses set forth in the U.S. Bank Fee Letter and any other accrued and unpaid expenses (including reasonable attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Agent under the Transaction Documents.

  • Managing general agent or "MGA" means any person who manages all or part of the insurance business of an insurer (including the management of a separate division, department, or underwriting office) and acts as an agent for the insurer, whether known as a managing general agent, manager, or other similar term, who, with or without the authority, either separately or together with persons under common control, produces, directly or indirectly, and underwrites an amount of gross direct written premium equal to or more than five percent (5%) of the policyholder surplus as reported in the last annual statement of the insurer in any one quarter or year together with one or more of the following activities related to the business produced: (i) adjusts or pays any claims, or (ii) negotiates reinsurance on behalf of the insurer. "MGA" does not mean an employee of the insurer; an underwriting manager who, pursuant to contract, manages all or part of the insurance operations of the insurer, is under common control with the insurer, is subject to Article 19 of this Chapter, and whose compensation is not based on the volume of premiums written; a person who, under Article 15 of this Chapter, is designated and authorized by subscribers as the attorney-in-fact for a reciprocal having authority to obligate them on reciprocal and other insurance contracts; or a U.S. Manager of the United States branch of an alien insurer.