ENA. ENA represents and warrants as follows:
ENA. ENA hereby represents and warrants to Counterparty that: It is a corporation duly organized and validly existing pursuant to the laws of Delaware, whose principal place of business is Houston, Texas. The entering into and performance of this Confirmation and the Transaction falls within its corporate purpose, and does not constitute any activity or investment by ENA that is prohibited or restricted by any constitution, charter, law, rule, regulation, investment guideline, restriction or policy, government code, constituent or governing instrument, resolution, guideline, ordinance, order, writ, judgment, decree, change, or ruling to which ENA or its property or revenues is subject. It is legally and financially capable to undertake all of the obligations set forth herein. It has conferred upon the individual signing this Confirmation the necessary powers and authority to enter into this Confirmation and any other documentation relating to this Confirmation, which powers and authority have not been limited, restricted or revoked in any manner whatsoever. All corporate action necessary for the entering into and the execution of this Confirmation has been duly taken.
ENA. Following approval of the Master Developer and approval of all other matters required pursuant to Section 4.6, Tenant shall negotiate the terms of an exclusive negotiation agreement (“ENA”) with the approved Master Developer under which Tenant and such Master Developer will agree to exclusively negotiate, in good faith, a Master Developer Sublease of all or a portion of the Premises to Master Developer for the purposes of developing all or such portion of the Premises in accordance with the Development Plan. As part of its negotiations under the ENA and prior to Xxxxxx’s submittal of a Master Developer Sublease to Landlord for Landlord’s approval, Tenant and the Master Developer shall execute a term sheet setting forth the material business terms of the Master Developer Sublease. Tenant shall not execute such term sheet without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
ENA. Agent and Lenders acknowledge that Agent and Lenders consented to the ENA and the terms and conditions therein pursuant to (and for the avoidance of ambiguity, subject to the conditions set forth in) that certain letter agreement dated as of June 13, 2012 from Borrower to the then Agent and Lenders (the “Consent Letter”) and that the Consent Letter remains in full force and effect. In furtherance of the foregoing, Agent and Lenders acknowledge that the Park Parcel Lease Amendment (as defined in the ENA) will become effective upon satisfaction of the conditions precedent thereto set forth in the ENA and in the Consent Letter.
ENA. The ENA is terminated as of the Effective Date and neither party has any ongoing responsibilities or liabilities thereunder.
ENA. “ENA” shall have the meaning given that term in Section 4.7.
ENA. C. shall transmit to the Concessionaire a peremptory deadline for repairing damages found on the property located on the airport grounds. When this deadline is up,
ENA. C. shall communicate the imposition and extent of the penalties to the Ministry for Infrastructure and Transport.
ENA. After the Reference Date and before the expiration or termination of the ENA in accordance with its terms, in the event of a conflict between the ENA and this DDA (including with respect to obligations regarding Agency Costs), the provisions of this DDA shall prevail.
ENA. The execution of this Agreement terminates the ENA as of the Effective Date and neither party has any ongoing responsibilities or liabilities under the ENA, except Sections 9.01(d) and Article 13 of the ENA, to the extent they expressly survive termination or expiration. Notwithstanding such termination, any defined term in the ENA specifically referenced herein will be given full force and effect.
