Borrowing Agents definition
Examples of Borrowing Agents in a sentence
It is understood and agreed that, except in the case of gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing Agent's or any Borrower's instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.
Nothing contained in this Section 3.11 shall limit Agent's and Borrowing Agent's right to replace a Lender pursuant to Section 16.2(d).
It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Agent shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrowing Agent's or any Borrower's instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.
Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act at the time of exercise, then the Exercise Price shall be paid as provided in Section 6(d) above, unless the Administrator and Participant agree otherwise.
The Company waives, to the fullest extent permitted by law, any claims it may have against the Borrowing Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Borrowing Agents shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.
The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowing Agent's specific exceptions thereto within thirty (30) days after such statement is received by Borrowers.
Section 3.11 The Company represents and agrees that, unless it obtains the prior consent of the Borrowing Agents, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.
Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Liquidity Period or until any earlier date that the Company notified or notifies the Borrowing Agents as described in Section 3.3(f), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement.
Section 3.6 The Company shall, during the Liquidity Period, deliver to the Borrowing Agents, without charge, as many copies of the Prospectus included in the Registration Statement and any amendment or supplement thereto as the Borrowing Agents may reasonably request.
The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Borrowing Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.