PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges
PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges (c) the Administrative Agent shall have received from the Borrowers (i) copies of resolutions covering the authorization of this Forbearance Agreement, Consent and Amendment, in form and substance reasonably satisfactory to the Administrative Agent and (ii) an officer’s certificate of an Authorized Officer of each of the Borrowers certifying that, as of the Forbearance Agreement, Consent and Amendment Effective Date, (A) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date) and (B) both before and immediately after giving effect to this Forbearance Agreement, Consent and Amendment no Default or Event of Default has occurred and is continuing; (d) to the extent the Borrowers have received an invoice, all reasonable fees, charges and disbursements of (i) White & Case LLP, counsel to the Administrative Agent; (ii) Local Counsel, and (iii) any Lender Financial Advisor, together with all other fees and expenses submitted to the Borrowers and required to be paid or reimbursed pursuant to Section 13.01 of the Existing Facility Agreement (including out-of-pocket expenses of the Administrative Agent), shall have been paid or reimbursed by the Borrowers; and (e) the Borrowers shall have paid, as a retainer for its services as counsel to the Administrative Agent, $250,000 to White & Case LLP (it being understood and agreed that prior to the CVA Completion Date, such retainer shall be an “evergreen” retainer that will be “topped up” periodically upon request accompanied by reasonable detail of expected services to be rendered (but no more frequently than one every 30 days), and shall not be deemed to be a “cap” on costs, fees and expenses and that the receipt of such retainer shall not limit the rights and remedies of the Administrative Agent and the Lenders, or the obligation of the Borrowers under Section 13.01 of the Existing Facility Agre...
PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges Company has confirmed in writing its intention to continue operating until at least six months following the CVA Completion Date; (ii) in respect of which leases are entered into by the CVA Company (A) which are of a duration equal to at least such six month period and (B) which do not grant early termination rights to the respective lessor thereunder on less than 45 days’ prior written notice (except in the event of material non-compliance with the terms thereof by the lessee) which are exercisable within such six month period; and (iii) in respect of which the respective lessor thereunder has not exercised any early termination right or prior written notice of intention to do so; or”
PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges “(xiv) any Obligor may pay cash Dividends or make other distributions of property to its respective direct or indirect holders of Equity Interests in an aggregate amount not to exceed £5.0 million.”
PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least £15,000,000; or”.
PRIVILEGED AND CONFIDENTIAL. (b) The license granted in this Agreement shall extend to the Affiliates of Licensee existing as of March 10, 2003. Licensee shall notify ITC of entities that become Licensee Affiliates who engage in the lease, manufacture, having made, sale or transfer of Covered Products during the Term, in each case within the calendar quarter following the event giving rise to the notice obligation. The provisions of Section 3.4 shall apply to entities that become Licensee Affiliates during the Term, and the provisions of Section 8.16 shall apply to entities that cease to be Licensee Affiliates during the Term to the extent relevant. Licensee represents that Attachment A to this Agreement lists all of Licensee's Affiliates as of the Effective Date and as of the execution date of this Agreement.
PRIVILEGED AND CONFIDENTIAL. (1) If the capital stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of capital stock shall be deemed to be the average of the high and low reported sale prices per share of capital stock thereon during the three trading days immediately preceding the Exercise Date (provided that if no such price is reported on any such day, the Fair Market Value per share of capital stock shall be determined pursuant to clause (2)).
PRIVILEGED AND CONFIDENTIAL registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or (ii) the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal securities or state Blue Sky law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal securities or Blue Sky law in connection with the offering covered by such registration statement; and the Company will reimburse such seller or Underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller or Underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case (1) to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller or controlling person specifically for use in the preparation thereof, or (2) for amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any seller or Underwriter, or any person controlling such seller or Underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendment or supplements thereto) was not sent or given by or on behalf of such seller or Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or supplement) would have cur...
PRIVILEGED AND CONFIDENTIAL connection with the preparation of such Registration Statement, prospectus, amendment or supplement or if such misstatement or omission was corrected in any amendment or supplement provided to a selling Holder pursuant to subsection D above and the selling Holder failed to deliver such amendment or supplement, or (iii) any violation or alleged violation by the Holder of the Securities Act, the Exchange Act, any federal securities or state Blue Sky law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal securities or Blue Sky law in connection with the offering covered by such registration statement; and each such selling Holder will reimburse any person intended to be indemnified pursuant to this subsection F, for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection F shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, and provided, however, that the obligations of each Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of Registrable Shares sold as contemplated herein.
PRIVILEGED AND CONFIDENTIAL connection with the violations (s) that resulted in such loss, claim, damages, expense or liability, as well as any other relevant equitable considerations; provided however that in any such case, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact related to information supplied by the Indemnifying Party by the Indemnified Party and the parties’ relative intent, knowledge, access to information or omission. The obligations of the Company and the seller or Holders under this subsection F shall survive completion of any offering of Registrable Shares and termination of this Warrant.
