Covenants and Indemnities. 1. The Participating Shareholder must prepare, at its expense, all tax returns of the Holdco in respect of all periods ending on or prior to the completion of the holding company alternative, and must not file the returns without the prior approval of Noranda of all the returns as to form and substance;
Covenants and Indemnities. Representations
Covenants and Indemnities. Evidence reasonably satisfactory to Agent that all representations warranties covenants and indemnities set forth in the Acquisition Documents have been collaterally assigned to Agent for the benefit of the Lenders.
Covenants and Indemnities. Lessee shall not itself, nor allow or permit any agent, contractor, or other person or entity acting on its behalf or any vendor, guest, invitee or visitor of Lessee to, bring, allow, use, or permit upon the Premises, Building or Project, or generate or create at or emit or dispose from the Premises, Building or Project, any toxic or hazardous materials or waste other than in small quantities customarily used in its respective businesses conducted at the Project ("TOXIC MATERIALS"). Lessee shall comply, at its sole cost, with all laws pertaining to such Toxic Materials. Lessee shall indemnify and hold Lessor harmless from any claims, liabilities, costs, or expenses incurred or suffered by Lessor arising from such bringing, allowing, using, permitting, generating, creating, or emitting or disposing of Toxic Materials by Lessee or any agent, or other person or entity acting on its behalf or any vendor, guest, invitee or visitor of Lessee. Said indemnification and hold harmless obligations include, without limitation, all of the following: (i) claims, liabilities, costs or expenses resulting from or based upon administrative, judicial (civil or criminal), or other action, legal or equitable, brought by any private or public person under common law or any Federal, State, County or Municipal law, ordinance or regulation, (ii) claims, liabilities, costs, or expenses pertaining to the cleanup or containment of Toxic Materials, the identification of the pollutants in the Toxic Materials, the identification of the scope of any environmental contamination, the removal of pollutants from soils, the provision of an alternative public drinking water source, or the long term monitoring of ground water and surface waters, and (iii) all costs of defending such claims. All hold harmless and indemnity obligations hereunder shall survive the expiration or termination of this Lease.
Covenants and Indemnities. Until the Indebtedness is paid in full and all Obligations are performed, Borrower covenants and agrees as follows:
Covenants and Indemnities. Mortgagor's representations, warranties, covenants and indemnities contained herein shall survive the occurrence of any event whatsoever, including without limitation, the satisfaction of the promissory note(s) secured hereby, the reconveyance or foreclosure of this mortgage, the acceptance by Mortgagee of a deed in lieu of foreclosure, or any transfer or abandonment of the property.
Covenants and Indemnities. SECTION 5.01. Covenants of the Issuer and Servicer 20 SECTION 5.02. Indemnification 25 ARTICLE VI THE ADMINISTRATIVE AGENT AND THE MANAGING AGENTS SECTION 6.01. Authorization and Action 25 SECTION 6.02. Administrative Agent’s Reliance, Etc. 25 SECTION 6.03. Administrative Agent and Affiliates 26 SECTION 6.04. Purchase Decision 26 SECTION 6.05. Indemnification of the Administrative Agent 26 SECTION 6.06. Successor Administrative Agent 27 SECTION 6.07. Authorization and Action of Managing Agents 27 SECTION 6.08. Successor Managing Agent 28 SECTION 6.09. Payments by a Managing Agent 28 ARTICLE VII MISCELLANEOUS SECTION 7.01. Amendments, Waivers and Consents, Etc. 28 SECTION 7.02. Notices 29 SECTION 7.03. No Waiver; Remedies; Rights of Purchasers, Etc. 29 SECTION 7.04. Binding Effect; Assignability 29 SECTION 7.05. Securities Laws; Series 2007-1 Note as Evidence of Indebtedness 30 SECTION 7.06. SUBMISSION TO JURISDICTION 30 SECTION 7.07. GOVERNING LAW; WAIVER OF JURY TRIAL 31 SECTION 7.08. Costs and Expenses 31 SECTION 7.09. No Proceedings 32 SECTION 7.10. Execution in Counterparts; Severability 32 SECTION 7.11. Limited Recourse Obligations 32 SECTION 7.12. Confidentiality 33 SECTION 7.13. Amendment and Restatement 33 SECTION 7.14. Consent to Series Supplement 34 SCHEDULES AND EXHIBITS SCHEDULE I Conditions Precedent Documents SCHEDULE II Purchaser Group Information SCHEDULE III Notice Information EXHIBIT A Form of Assignment and Acceptance EXHIBIT B Form of Increase Request EXHIBIT C Form of Stated Amount Reduction Notice EXHIBIT D Form of Stated Amount Increase Notice AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (Secured Variable Funding Notes, Series 2007-1) Dated as of April 10, 2007 Amended and Restated as of July 6, 0000 XXXXX XXXXX FUNDING LLC, a Delaware limited liability company, as Issuer, CARTUS CORPORATION, a Delaware corporation, as Servicer, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Purchasers, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Purchasers, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Managing Agents and CALYON NEW YORK BRANCH, (“Calyon”), in its capacity as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”) and as Lead Arranger agree as follows:
Covenants and Indemnities. (a) Subtenant covenants and agrees not to do or suffer or permit any act or thing to be done or suffered which would or might cause the Xxxxxxxxx or the rights of Novartis as Tenant thereunder to be canceled, terminated or forfeited. Notwithstanding anything contained in this Sublease to the contrary, Subtenant shall not be responsible for (i) any default of Novartis, its agents, employees or contractors under the Xxxxxxxxx unless attributable to a default under this Sublease by Subtenant or anyone claiming by, through or under Subtenant, (ii) conditions at the Sublease Premises, for which the obligation to maintain and repair resides with Overlandlord or which existed as of the applicable Commencement Date, (iii) any violations of law resulting from such conditions described by (ii) above, (iv) the payment of any charges, fees and other costs imposed by Overlandlord on Novartis as a result of Novartis’ default under the Xxxxxxxxx except if caused by the act or omission of Subtenant or anyone claiming by, through or under Subtenant, (v) the removal or restoration of any alterations or improvements, except as explicitly provided for in this Sublease, and (vi) making payment of any sums either to Overlandlord or Novartis in satisfaction of charges accruing under the Xxxxxxxxx (whether denominated as rent, rental, additional rent or otherwise) for any period prior or subsequent to the term (except as explicitly provided for in this Sublease), or resulting from a service as may be provided to Novartis under the Xxxxxxxxx which is not afforded to Subtenant.
Covenants and Indemnities. SECTION 5.01. Covenants of the Issuer and Servicer 18 SECTION 5.02. Indemnification 23 ARTICLE VI THE ADMINISTRATIVE AGENT AND THE MANAGING AGENTS SECTION 6.01. Authorization and Action 23 SECTION 6.02. Administrative Agent’s Reliance, Etc 24 SECTION 6.03. Administrative Agent and Affiliates 24 SECTION 6.04. Purchase Decision 24 SECTION 6.05. Indemnification of the Administrative Agent 25 SECTION 6.06. Successor Administrative Agent 25 SECTION 6.07. Authorization and Action of Managing Agents 25 SECTION 6.08. Successor Managing Agent 26 SECTION 6.09. Payments by a Managing Agent 26 ARTICLE VII MISCELLANEOUS SECTION 7.01. Amendments, Waivers and Consents, Etc 26 SECTION 7.02. Notices 27 SECTION 7.03. No Waiver; Remedies; Rights of Purchasers, Etc 27 SECTION 7.04. Binding Effect; Assignability. 27
Covenants and Indemnities. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
