Certain Items. Company represents, warrants and agrees that all Warrant Shares issued pursuant to the terms of this Warrant will, upon their issuance, be validly issued and outstanding, fully paid and nonassessable. Company further represents, warrants and agrees that Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for Holder’s exercise of the rights represented by this Warrant.
Certain Items. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Section 7121 of the IRC (or any corresponding or similar provision of state or local income Tax law) executed on or prior to the Closing Date, (C) installment sale or open transaction disposition made on or prior to the Closing Date, (D) prepaid amount received on or prior to the Closing Date or (E) tax recapture provisions under Chapter 235 of the Hawaii Revised Statutes, as amended. None of the assets of the Company is (i) tax-exempt use property within the meaning of Section 168(h) of the IRC, (ii) tax-exempt bond financed property within the meaning of IRC Section 168(g), or (iii) subject to a lease under IRC Section 7701(h) or any predecessor provision. Except as set forth on Schedule 5.10, the Company has never claimed a credit for research and experimentation expenditures under IRC Section 41 or any predecessor provision or under Section 235-110.91 of the Hawaii Revised Statutes, as amended.
Certain Items. Bank One will not be liable for any claims, costs, demands, expenses, losses and liabilities if any Item described in this paragraph is processed contrary to sections (a) and (b) of this paragraph and any failure by Bank One to so process an Item does not constitute a failure by Bank One to exercise ordinary care. Exhibit 10.59 LOCKBOX AGREEMENT Mellon Bank Lockbox Agreement, dated as of April 25, 2000 (the “Agreement”), by and between Mellon Bank, N.A. (“Mellon”), Cendant Mobility Services Corporation (together with its successors in such capacity, the “Servicer”), Bank One, National Association (the “Indenture Trustee”) and Apple Ridge Funding LLC (“ARF”). Cendant Mobility Services Corporation (“CMSC”) and Cendant Mobility Financial Corporation (“CMF”) originate receivables under certain relocation services agreements. Pursuant to the Purchase Agreement, dated as of April 25, 2000 (the “Purchase Agreement”), between CMSC and CMF, CMSC will sell the receivables (the “CMSC Receivables”) it has originated to CMF. Pursuant to the Receivables Purchase Agreement, dated as of April 25, 2000 (the “Receivables Purchase Agreement”), between CMF and Apple Ridge Services Corporation (“ARSC”), CMF will sell the CMSC Receivables and the receivables (together with the CMSC Receivables, the “Receivables”) it has originated to ARSC. Pursuant to the Transfer and Servicing Agreement, dated as of April 25, 2000 (the “Transfer and Servicing Agreement”), by and between ARSC, CMSC, CMF, ARF and the Indenture Trustee, ARSC will sell the Receivables to ARF and the Servicer will service the Receivables. Pursuant to the Master Indenture, dated as of April 25, 2000, as supplemented by the Series 2000-1 Indenture Supplement (the “Indenture”), by and between ARF, the Indenture Trustee and The Bank of New York, ARF has granted to the Indenture Trustee, for the benefit of holders of notes issued by ARF, a security interest in the Receivables. CMSC, CMF and the Servicer have directed the obligors of the Receivables to make all payments (the “Items”) on the Receivables to the Account. The title to demand deposit account 005-7883 is hereby transferred from ARF to the Indenture Trustee. The demand deposit account 005-7883 and associated lockbox 360956 are together referred to herein as the “Account”. ARF agrees that it has no interest in the Account or right to direct the transfer of funds in the Account. Mellon shall not comply with any instruction from ARF in connection with the Account ...
Certain Items. The items described in Schedule 2.3.5.
