Security and Remedies. (a) The Contributor hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it pursuant to the Transaction Documents and the shares of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributor under paragraph 10 hereof. Except as otherwise provided in this Amendment, the indemnification obligations of the Contributor hereunder with respect to breaches of Representations and Warranties shall be payable out of the Contributor's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation of the Contributor in cash if the Contributor so elects. Any Transfer by the Contributor of its Collateral shall be subject to the lien and security interest granted hereby.
Security and Remedies. (i) Unless the Parties agree in writing to an alternative security arrangement, Generator shall cause an irrevocable, transferable, standby letter(s) of credit for the benefit of Con Edison to be furnished to Con Edison for purposes of securing payment by Generator of amounts owed under Paragraphs (b) and (c) of this Section 3.15 (other than Generator’s $10,228,000 share of the first $71 million of System Upgrade Facilities costs, which is secured pursuant to the provisions of a separate security agreement). The letter(s) of credit shall be in a form reasonably acceptable to Con Edison and shall require the issuing bank to honor a sight draft(s) drawn on the bank pursuant to the letter of credit. Con Edison shall be permitted to draw against the letter(s) of credit (partial drawings shall be permitted) to satisfy any obligation(s) of Generator under such paragraphs that has (have) not been performed by Generator within the prescribed time for the performance. The letter of credit respecting payments under Paragraph (b) shall be issued in the amount(s) and at the time(s) specified in Annex IV, as may be amended or supplemented from time to time. The letter of credit respecting payments under Paragraph (c) in excess of $10,228,000 (representing Generator’s share of the first $71 million referenced above) shall be in an amount equal to Generator’s payment obligation under that Paragraph in excess of $10,228,000 (less any amounts previously paid in excess of $10,228,000) and shall be issued within five (5) days of the allocation of such costs to Generator by the ISO or by agreement of the Parties. The letter(s) of credit shall have an expiration date no earlier than (or be renewed or amended to have an expiration date no earlier than) 60 days after Generator’s final payment of amounts owed under Paragraphs (b) and (c) of this Section 3.15.
Security and Remedies. (a) NWI grants to the Partnership a lien upon and a continuing security interest in 280,000 of the Partnership Units issued to it pursuant to the Transaction Documents at the date hereof and the shares of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of NWI under paragraph 10 hereof. At the time of each Capital Contribution pursuant to the Contribution Agreement, the number of shares of Common Stock and Partnership Units constituting the Collateral shall be increased (with additional shares of Common Stock and/or Partnership Units not subject to any Lien) by a number of shares of Common Stock and/or Partnership Units having a value equal to the value provided for in Exhibit F hereto (based, in the case of Partnership Units, on the Current Per Share Market Price at such time of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation and in Exhibit D would not prohibit the issuance of any such shares of Common Stock to NWI), and, in the case of shares of Common Stock, on the Current Per Share Market Price at such time). At each anniversary of the date hereof, the number of shares of Common Stock and the Partnership Units constituting the Collateral shall be increased or decreased so that the value thereof (based, in the case of Partnership Units, on the Current Per Share Market Price at such time of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation and in Exhibit D would not prohibit the issuance of any such shares of Common Stock to NWI), and, in the case of shares of Common Stock, on the Current Per Share Market Price at such time) is equal to $7,000,000 plus all amounts previously taken into account from Exhibit F; provided, however, that in no event shall the aggregate amount of NWI's Collateral at any time exceed one-half of the total number of shares of Common Stock and Partnership Units that NWI owns at that time. To the maximum extent possib...
Security and Remedies. (a) Each of Safeguard and Xxxxxxx, on behalf of themselves and their affiliates (collectively, "Pledgors") hereby grants to the Partnership a lien upon and continuing security interest in such Pledgor's Class A Units, and in any Common Shares issued upon redemption of such Class A Units pursuant to Article XV (collectively, the "Collateral") which shall be security for the indemnification obligations of such Pledgor hereunder. The indemnification obligation of each Pledgor shall be payable out of such Pledgor's entire Collateral, but only from such Collateral. Any transfer by a Pledgor of such Pledgor's Class A Units, or Common Shares issued upon redemption of Class A Units, shall be subject to the lien and security interest granted hereby. Each Pledgor represents and warrants that his or its Class A Units constituting Collateral are owned by it free and clear of Encumbrances other than Permitted Encumbrances, which Permitted Encumbrances are senior in priority to the lien and security interest created under this Section 18.3.
Security and Remedies. (a) Each Warranting Limited Partner hereby grants to the Partnership a lien upon and continuing security interest in its Limited Partnership Interest and all its right, title and interest under this Agreement in and to any assets or properties of the Partnership and in all Conversion Shares acquired upon conversion of Units (collectively, the "Collateral") which shall be security for the indemnification obligations of such Limited Partner under Section 11.3 hereof. The indemnification obligation of each Warranting Limited Partner shall be payable solely out of such Limited Partner's Collateral. Any transfer by a Warranting Limited Partner of its Limited Partnership Interest or Conversion Shares in violation of Section 11.7 shall be subject to the lien and security interest granted hereby. Each Limited Partner hereby agrees to take any and all actions and to execute and deliver any or all documents or instruments necessary to perfect the security interest created by this Agreement, including delivering the Certificates representing any such Conversion Shares to the General Partners.
Security and Remedies. (a) Each of the Contributors hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to each of them pursuant to the Transaction Documents at the date hereof and the shares of Common Stock acquired by each of them upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of each of the Contributors under paragraph 8 hereof. Except as otherwise provided in this Third Amendment, the indemnification obligations of each of the Contributors hereunder with respect to breaches of Representations and Warranties shall be payable out of such Contributor's entire Collateral; provided, however, that a Contributor may satisfy all or any part of such indemnification obligation of such Contributor in cash if such Contributor so elects. Any Transfer by a Contributor of his or her Collateral shall be subject to the lien and security interest granted hereby.
Security and Remedies. (a) Each of Xxxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxx Xxxxxxxxxx Xxxxxxxxx ("Xxxxxxxxx") hereby grants to the Partnership a lien upon and a continuing security interest in 97,129 and 62,361, respectively, of the Partnership Units issued to each of them pursuant to the Transaction Documents at the date hereof (including the Partnership Units issued to each of them pursuant to the distribution made by Perimeter Park West Associates Limited Partnership described in paragraph 4 hereof) and the shares of Common Stock acquired by them upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributors under paragraph 10 hereof. At the time of each Capital Contribution pursuant to the Contribution Agreements, the number of shares of Common Stock and Partnership Units constituting the Collateral shall be increased proportionally between Lichtin and Xxxxxxxxx in the same ratio as the Collateral is allocated between them in the preceding sentence (with additional shares of Common Stock and/or Partnership Units not subject to any Lien) by a number of shares of Common Stock and/or Partnership Units having a value equal to the value provided for in Exhibit E hereto (based, in the case of Partnership Units, on the Current Per Share Market Price at such time of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation and in Exhibit D would not prohibit the issuance of any such shares of Common Stock to Lichtin or Xxxxxxxxx), and, in the case of shares of Common Stock, on the Current Per Share Market Price at such time). At each anniversary of the date hereof, the number of shares of Common Stock and the Partnership Units constituting the Collateral shall be increased or decreased (proportionally between Lichtin and Xxxxxxxxx as provided above) so that the value thereof (based, in the case of Partnership Units, on the Current Per Share Market Price at such time of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Article...
Security and Remedies. 50 14.6 Nonrecourse..................................................51 14.7
Security and Remedies. Each Primary Limited Partner hereby grants to the Partnership a lien upon and continuing security interest in his OP Units and all right, title and interest under this Agreement in and to any assets or properties of the Partnership and in all Common Shares received by such Primary Limited Partner in connection with the Initial Transactions or acquired by such Primary Limited Partner upon exercise of the Rights of Redemption (collectively, the "Collateral") which shall be security for the indemnification obligations of such Primary Limited Partner under Section 14.3 hereof. The indemnification obligation of each Primary Limited Partner shall be payable out of such Primary Limited Partner's entire Collateral. Any transfer by a Primary Limited Partner of its OP Units shall be subject to the lien and security interest granted hereby. The Collateral shall be held in escrow by a party mutually agreeable to the General Partner and the Primary Limited Partners. In the event the General Partner asserts, within the time period set forth in Section 14.2 hereof, that a Primary Limited Partner has an indemnification obligation to the Partnership, the General Partner or the Trust under this Section 14, the General Partner shall deliver written notice (the "Acquisition Notice") to such Primary Limited Partner describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within sixty (60) days after its receipt of an Acquisition Notice, a Primary Limited Partner delivers written notice to the General Partner indicating that the Primary Limited Partner disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Section 19 hereof by delivering a Demand Notice to such Primary Limited Partner pursuant to Section 19 hereof. If, after receiving timely notice of a dispute hereunder from a Primary Limited Partner, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Primary Limited Partner, then the Primary Limited Partner shall be relieved of the claimed indemnification obligation described in the Acquisition Notice. In the event a Primary Limited Partner (i) receives an Acquisition Notice and fails to timely deliver notice to the General Partner of its dispute as to the indemnification obligation and fails to make pa...
Security and Remedies
