Selection Agent definition
Examples of Selection Agent in a sentence
Should Selection Agent and Issuer fail to agree on the identity of the Arbiter within an additional ten (10) day period, the Arbiter shall be selected by Issuer's independent public accountants and Selection Agent's independent public accountants, and such Arbiter shall be a nationally recognized accounting firm with no material relationship with Selection Agent, Issuer or their respective affiliates, or a partner or member of such a firm.
Selection Agent and Issuer shall cooperate with the Arbiter in making its determination and such determination shall be conclusive and binding upon Selection Agent and Issuer.
Promptly, but not later than thirty (30) days after the acceptance of its appointment, the Arbiter shall determine (based solely on presentations by Issuer and Selection Agent to the Arbiter and not by independent review) only those items in dispute and shall render a report as to its resolution of such items and the resulting calculation of the number of NHPI Shares to be issued to the Recipients, if any.
Except as otherwise expressly set forth in this Agreement, any term of this Agreement may only be amended and the observance of any term of this Agreement may only be waived (either generally or in a particular instance and either retroactively or prospectively), with the express prior written consent of Selection Agent and Issuer.
The execution, delivery, and performance by Selection Agent of this Agreement, and the consummation by Selection Agent of the transactions contemplated hereby, have been duly authorized by all necessary corporate action.
The Issuer will also keep copies of all such reports at its principal executive office and will cause the same to be available for inspection at such office during normal business hours by Selection Agent.
Without limited or waiving in any respect any rights or remedies of the parties hereto under this Agreement now or hereinafter existing at law or in equity or by statute, Issuer agrees that damages for breach are an inadequate remedy for loss suffered by reason of breach of this Article IX and that the Selection Agent shall be entitled to seek specific performance of the obligations to be performed by the Issuer in accordance with the provisions of this Article IX.
Issuer, in order to induce the optimal financial performance of the Joint Ventures has agreed that upon the Joint Ventures meeting certain "Performance Goals" (as hereinafter defined), Issuer will make an "Issuance" (as hereinafter defined) to certain "Recipients" designated by the Selection Agent upon and subject to the terms hereinafter set forth.
Selection Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.
If Selection Agent and Issuer cannot resolve all such disputes within such thirty (30) day period, the matters in dispute shall be determined by a nationally recognized independent public accounting firm (the "Arbiter") mutually satisfactory to Selection Agent and Issuer.