Certain Additional Actions. The Master Servicer and each Servicer shall from time to time, as and when specified in the applicable Supplement for any Series of Notes included in the Group VII Series of Notes, provide such notices to the Trustee and to such other Persons specified in such Supplement, and perform such other actions, as are in each case specified therein, including without limitation any notices relating to any letters of credit or other Enhancement provided for under such Supplement, and the establishment of any cash collateral accounts relating thereto.
Certain Additional Actions. The Master Servicer and each Servicer shall from time to time, as and when specified in the applicable Series Supplement for any Series of Notes included in the Group II Series of Notes, provide such notices to the Trustee and to such other Persons specified in such Series Supplement, and perform such other actions, as are in each case specified therein, including without limitation any notices relating to any letters of credit or other Enhancement provided for under such Series Supplement, and the establishment of any cash collateral accounts relating thereto. Without limiting the foregoing, the Master Servicer hereby agrees, in connection with the Series 1998-1 Supplement, to
Certain Additional Actions. Without limiting the generality of Section 4.1(b)(xiii), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company (i) shall keep Parent fully informed of the status of its discussions with any Tax Authority in respect of any Audit relating to a material amount of Taxes, and shall consult with Parent in respect of, and give Parent the opportunity to participate in, devising the strategy for dealing with such Tax Authority in the course of such Audit, and (ii) shall not propose in writing any settlement or other resolution to any such Audit without Parent’s prior consent.
Certain Additional Actions. The Members shall cause each automobile lease to which any Company (or any Affiliate thereof) is a party that relates to an automobile used by any Related Personnel to be cancelled or transferred within fifteen (15) days following the Closing Date such that no Company (or any Affiliate thereof) has any post-closing liability in respect thereof. Except to the extent otherwise determined by Purchaser, the Members shall cause each life insurance policy under which any Company or Subsidiary is the named beneficiary or otherwise entitled to recovery (each a "Key Man Policy") to be cancelled without cost to any Company or Subsidiary, or distributed to the Member whose life is insured thereunder, within fifteen (15) days following the Closing Date.
Certain Additional Actions. The Company shall, and, as applicable, shall cause its Subsidiaries to, use commercially reasonable efforts to take and carry out each of the actions set forth on Schedule 7.20, in each case, as promptly as reasonably practicable.
Certain Additional Actions. 34 24.13 Minimum Depreciation Rate...................................34
Certain Additional Actions. Each of the Company and Acquiror agree to effect the actions contemplated in Schedule 5.11 on or prior to the Closing Date.
Certain Additional Actions. The Parties agree to execute and deliver any further document or instrument that the trustee of the Trust may require to formalize the agreements set forth herein.
Certain Additional Actions. Prior to the First Closing, BRC shall take the steps necessary to enter into the agreements contemplated by Section 2.4(d) of the Seller Disclosure Schedule and terminate the Phantom Equity Plans and Employee Profit Distribution Plans in their entirety such that such plans shall be of no further force and effect upon final payment to the holders of Awards outstanding as contemplated by the termination documents discussed by the parties hereto and in the amounts discussed by the parties, including (i) causing each person identified in Section 2.4(d) of the Seller Disclosure Schedule to enter into the agreements contemplated thereby and each Participant (as defined in the Phantom Equity Plans and Employee Profit Distribution Plans) to execute an acknowledgement and release agreement in the form mutually agreed upon by Seller and Parent and (ii) providing Parent copies of each such executed agreement.
Certain Additional Actions. Within sixty (60) days after the Effective Date of this Agreement, the Company shall establish a special purpose corporation, trust, limited liability company or other vehicle (the "SPV") and shall transfer to the SPV all of its right, title and interest in and to the URL for the Stuff Site and all associated trademark and service mark xxxhts (collectively, the "SPV Rights"). The transfer of the SPV Rights shall be structured to be irrevocable and absolute so that the SPV Rights would not, in the event of a bankruptcy proceeding involving the Company, constitute property of the Company's bankruptcy estate. The SPV shall be further structured, both in respects to its capitalization and ongoing operations, to be "bankruptcy-remote" by limitations on its business and by causing it to follow procedures which will maintain its corporate separateness from the Company and the Company's Affiliates and shall minimize the possibility of the SPV being consolidated with the Company or any such Affiliate in the event of a bankruptcy proceeding involving the Company or such Affiliates. Such protections are likely to include, appointment of at least one outside director which is independent from the Company, special charter provisions restricting the SPV's ability to file for bankruptcy without 100% director consent, separate bank accounts, separate books and records, and general maintenance of arms'-length relations between the SPV and its Affiliates. In order to further minimize the possibility of consolidation in bankruptcy, FDMS shall have the option, but not the obligation, to subscribe for an equity interest in the SPV. In connection with the formation of the SPV, the SPV shall enter into: (i) a license agreement with the Company providing for the Company's exclusive use of all of the SPV Rights, which right shall only be terminable in the case of an Event of Default as set forth in Section 12.3.7 and (ii) a license agreement with FDMS providing (at a minimum) for the transfer of use of the SPV Rights exclusively to FDMS if the Company undergoes an Event of Default set forth in Section 12.3.7, which license agreement shall be irrevocable and terminable only upon FDMS' consent or in accordance with Section 12.7.
