Appointment and Obligations Sample Clauses

Appointment and Obligations. The Company hereby appoints Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx hereby accepts such appointment, as the exclusive Remarketing Agent to remarket the Debt Securities (subject to the right of Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) in the manner specified in Section 2(b) below and in connection therewith to determine, in consultation with the Company and in the manner provided for in the Indenture, the Debt Securities and the Purchase Contract Agreement, (i) the reset interest rate that the Remarketing Agent believes will, when applied to the Debt Securities (with any extension of the maturity date as determined by the Company pursuant to the Indenture taken into account), enable the aggregate principal amount of the Debt Securities being remarketed to be sold at a price equal to at least (1) on any Remarketing Date other than on the fifth, fourth or third Business Day immediately preceding February 16, 2007, the Remarketing Value or (2) on the fifth, fourth or third Business Day immediately preceding February 16, 2007, the Contract Settlement Value; and (ii) if a Reset Date occurs on a date that is not August 16, 2006, November 16, 2006, or February 16, 2007, (1) the minimum integral multiple number of (A) Income PRIDES and Growth PRIDES required to make Collateral Substitutions and (B) Income PRIDES required to effect Early Settlement, and (2) the percentage of the undivided beneficial ownership interest in the Remarketing Treasury Portfolio constituting the Applicable Ownership Interest therein with respect to each Payment Date that follows such Reset Date. The reset interest rate with respect to a Remarketing Date on which a successful remarketing occurs shall be the "Reset Rate." In connection with any remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request) o...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Appointment and Obligations. 2-1. Unless otherwise as specified in EXHIBIT B, Apex hereby appoints MEDGENESIS as a sole and exclusive distributor for sales of THE PRODUCT in THE TERRITORY under the terms and conditions of this Agreement.
Sample 1Sample 2
Appointment and Obligations. 2-1. Unless otherwise as specified in EXHIBIT B, [XXX] hereby appoints MEDGENESIS as a sole and exclusive distributor for sales of THE PRODUCT in THE TERRITORY under the terms and conditions of this Agreement.
Sample 1
Appointment and Obligations. 2-1 XXX hereby appoints DISTRIBUTOR as a sole, and exclusive distributor for sales of THE PRODUCT in THE TERRITORY under the terms and conditions of this Agreement.
Sample 1
Appointment and Obligations. The Company hereby appoints Merrill Lynch, and Merrill Lynch hereby accepts such appointment, (i) xx xxx Rxxxx Agent xx xxxxrxxxx, and in consultation with the Company and in the manner provided for in the Debt Securities and the Purchase Contract Agreement, the Reset Rate and (ii) as the exclusive Remarketing Agent to remarket the Debt Securities as provided in Section 2(b), pursuant to the Remarketing Underwriting Agreement attached hereto as Exhibit A, among the Company, the Purchase Contract Agent and the Remarketing Agent (with such changes as the Company, the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Remarketing Underwriting Agreement due to changes in law or facts and circumstances). Pursuant to the Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing underwriter or as the representative of a syndicate including the Remarketing Agent and one or more other remarketing underwriters designated by the Remarketing Agent, will agree, subject to the terms and conditions set forth therein, that the Remarketing Agent and any such other remarketing underwriters will purchase, severally, the Debt Securities to be sold by the holder or holders of Debt Securities or Income PRIDES on the dates and at the prices described in Section 2(b).
Sample 1
Appointment and Obligations. The Company hereby appoints the Remarketing Agents, and the Remarketing Agents, severally and not jointly, hereby accept such appointment, to remarket the Notes tendered or deemed tendered for remarketing on June 5, 2008 in the manner specified in Section 2(b) below and in connection therewith to determine, in consultation with the Company and in the manner provided for in the Indenture and the Notes, the reset interest rate that the Remarketing Agents believe will, when applied to the Notes, enable the aggregate principal amount of the Notes being remarketed to be sold at a price equal to the Remarketing Value (the “Reset Rate”).
Sample 1
Appointment and Obligations. The Company hereby appoints the Remarketing Agents, and the Remarketing Agents hereby accept such appointment, to remarket the Notes in the manner specified in Section 2(b) below and in connection therewith to determine, in consultation with the Company and in the manner provided for in the Indenture and the Notes, the reset interest rate that the Remarketing Agents believe will, when applied to the Notes, enable the aggregate principal amount of the Notes being remarketed to be sold at a price equal to at least the Remarketing Value (the “Reset Rate”).
Sample 1
AutoNDA by SimpleDocs
Appointment and Obligations 
Sample 1Sample 2Sample 3See All (7)

Related to Appointment and Obligations

  • Appointment and Obligations of the Remarketing Agent (a) The Company hereby appoints [—] as the exclusive Remarketing Agent, and, subject to the terms and conditions set forth herein, [—] hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Notes on behalf of the holders thereof, (ii) determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes, and (iii) performing such other duties as are assigned to the Remarketing Agent in the Transaction Documents.

  • Independent Nature of Rights and Obligations Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Rights and Obligations of Members Section 6.1

  • Rights and Obligations of Both Parties 3.1 Party A’s rights and obligations

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Rights and Obligations of the Parties 13.2.1 The client shall be under obligation:

Time is Money Join Law Insider Premium to draft better contracts faster.