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Agent Purchases
Agent Purchases contract clause examples

Required Filings Relating to Purchases. To the extent required under the Securities Act or under interpretations by the SEC thereof, as promptly as practicable after the close of each of ’s fiscal quarters (or on such other dates as required under the Securities Act or under interpretations by the SEC thereof), shall prepare a Prospectus Supplement, which will set forth the number of Purchase Shares sold to during such quarterly period (or other relevant period), the purchase price for such Purchase Shares and the net proceeds received by from such sales, and shall file such Prospectus Supplement with the SEC pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act). If any such quarterly Prospectus Supplement is not required to be filed under the Securities Act or under interpretations by the SEC thereof, shall disclose the information referenced in the immediately preceding sentence in its annual report on Form 10-K or its quarterly report on Form 10-Q (as applicable) in respect of the quarterly period that ended immediately before the filing of such report in which sales of Purchase Shares were made to under this Agreement, and file such report with the SEC within the applicable time period required by the Exchange Act. shall not file any Prospectus Supplement pursuant to this Section 5(p), and shall not file any report containing disclosure relating to such sales of Purchase Shares, unless a copy of such Prospectus Supplement or disclosure has been submitted to a reasonable period of time before the filing and has not reasonably objected thereto (it being acknowledged and agreed that shall not submit any portion of any Form 10-K or Form 10-Q other than the specific disclosure relating to any sales of Purchase Shares). shall also furnish copies of all such Prospectus Supplements to each exchange or market in the United States on which sales of the Purchase Shares may be made as may be required by the rules or regulations of such exchange or market, if applicable.

Consultants should not provide any form of bonus, incentive, kickback or other remuneration to any employee or agent of [[United Rentals:Organization]] for any reason including as a reward for past purchases of products, to induce current purchases of product or services or to influence future purchases of products or services.

Consent to Purchases under Master Leases. Purchaser hereby consents to the Sellers causing Kentucky Power to purchase property, plant and equipment leased under Master Leases described in [Section 4.19] of the SPA in an amount in excess of $10,000,000 but no greater than $24,000,000. Notwithstanding anything to the contrary and for the avoidance of doubt, Purchaser further agrees that all such amounts up to an aggregate amount equal to $24,000,000 shall be treated as a “Capital Expenditures Amount” for purposes of the SPA.

Borrower Agent. Each Borrower hereby designates Borrower Agent as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications with Agent, Bank or any Lender, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect compliance with covenants), and all other dealings with Agent, Bank or any Lender. Borrower Agent, Agent and the Lenders hereby accept such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication, with a Borrower hereunder to Borrower Agent on behalf of such Borrower. Agent shall have the right, in its discretion, to deal exclusively with Borrower Agent for any and all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

Agent Fees. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

Successor Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers or a Default or Event of Default has occurred and is continuing) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this [Section 15] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Collateral Agent. Each of the Lenders and the L/C Issuers, and, by accepting the benefits of Section 8.03 and the Collateral Documents, each other Secured Party, agrees to the appointment of the Collateral Agent.

Documentation Agent. Anything herein to the contrary notwithstanding, [[Organization A:Organization]], as the Documentation Agent listed on the cover page hereof, shall not have any liabilities, duties or responsibilities under this Agreement or any of the other Loan Documents in such capacity.

Syndication Agent. In connection with this Amendment and the Credit Agreement on and after the date hereof, and subject to [Section 10.8] of the Credit Agreement, HSBC Bank USA, National Association shall serve as Syndication Agent.

Collateral Agent. The shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and L/C Issuers hereby irrevocably appoints and authorizes the to act as the agent of such and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the , as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the pursuant to [Section 9.05] for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the , shall be entitled to the benefits of all provisions of this [Article IX] and [Article XI] (including [Section 11.04(c)], as though such co-agents,

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