Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement or the Financing, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any letter agreement or definitive documentation related to the Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action brought against the Financing Parties in any way arising out of or relating to, this Agreement or the Financing, (d) agrees that none of the Financing Parties shall have any liability to the Company or any of the Company Subsidiaries or any of their respective controlled Affiliates or Representatives relating to or arising out of this Agreement or the Financing (subject to the last sentence of this Section 10.14), and (c) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.14 and that this Section 10.14 may not be amended in a manner materially adverse to the Financing Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 10.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent ...
Financing Entities. Each Financing Entity shall have access to the Work in the same manner and to the same extent as Owner Personnel under this Article 6 (Access to Work). ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Financing Entities. Subject to the provisions of Article 7, and compliance with Contractor’s normal and customary safety and security regulations and practices of which Purchaser has received prior written notice, each Financing Entity shall have access to the Work in the same manner and to the same extent as Purchaser’s consultants and agents under this Article 8.
Financing Entities. Subject to the provisions of Article 7, each Financing Entity shall have escorted access to the Work in the same manner and to the same extent as MSV consultants and agents under this Article 8, provided such entities sign confidentiality agreements no less stringent than the terms provided in Article 29.
Financing Entities. Subject to the provisions of Article 7, each Financing Entity shall have access to the Work in the same manner and to the same extent as Purchaser consultants and agents under this Article 8. [Use or disclosure of the data contained on this page is subject to the restrictions set forth in this Contract.]
Financing Entities. (a) GUSAP's business shall be restricted solely to operating a group financing business to provide financing to the Company, the other Credit Parties and certain of their Affiliates, to borrowing under the 144A Transaction and under this Agreement, to making Investments (otherwise permitted herein), and to making Investments in NSULC, together with such ancillary activities which are necessary or desirable to operate such business. GUSAP shall not own, lease, license or otherwise have the right to use any Property, other than (1) Investments in NSULC, (2) the GUSAP Payment Account, the other deposit accounts listed as being owned by GUSAP on Schedule 7.18, and such other deposit accounts as the Agents shall have consented to in writing, (3) Investments permitted by clauses (b), (c), (d), (e) (f) and (h) of Section 7.6 having an aggregate value at any one time together with Investments by PASUG pursuant to 6.11(c)(1)(ii) not in excess of $10,000,000, (4) funds held by GUSAP and raised by equity, from the Lenders or from the holders of the 144A Notes, in each case promptly invested in NSULC, and (5) other funds to the extent necessary to pay expenses that relate solely to the 144A Notes or this Agreement or to maintaining the existence of the Company (including its reasonable share of legal, accounting and administrative expenses relating thereto). GUSAP shall not incur or suffer to exist any liabilities or obligations to any Person, other than to the Lenders in respect of the Loans, to the holders of the 144A Notes in respect of amounts owing thereunder, Indebtedness owing to other Credit Parties as set forth on Schedule 5.26 hereof, liabilities for Taxes, and liabilities for its share of fees and expenses that directly relate to its Investment in NSULC and its borrowing under the 144A Notes and hereunder (including its reasonable share of legal, accounting and administrative expenses relating thereto). GUSAP shall have no employees. GUSAP shall remain Solvent at all times during the term of this Agreement, and shall maintain sufficient cash to pay its expenses and obligations as they come due. GUSAP shall not incur or permit to exist any Liens on any of its Properties, other than Liens permitted under Section 7.3(a), (b), (c) or (l). Upon receipt by GUSAP of any Equity Distribution from NSULC in the GUSAP Payment Account, GUSAP agrees that it shall repay amounts owing in respect of US Revolving Credit Loans to the Administrative Agent and the Lenders by tr...
Financing Entities. The holders of, and the agents or trustees representing the holders of, any debt, lease, or equity financing for or secured by the Project, and the independent engineer representing such holders or agents or trustees. The term “Financing Entities” includes, for the avoidance of doubt, any Person or Persons that own the Project and lease the Project to Owner or an Affiliate of Owner, as applicable, under a lease, sale leaseback or synthetic lease structure, or the Person or Persons providing letters or letters of credit or other guarantees or insurance in support of any such debt, lease or equity financing or providing any other letters of credit in connection with the construction or development of the Project.
Financing Entities. Each Financing Entity shall have access to the Work in the same manner and to the same extent as Owner Personnel under this Article 6 (Access to Work).
Financing Entities. In connection with the issuance of income preferred securities or other securities authorized in this proceeding, the Applicants seek authorization to organize new corporations, trusts, partnerships or other entities created for the purpose of facilitating such financings.. Request is also made for these financing entities to issue such securities to third parties in the event such transactions involving financing by the Applicants are not exempt pursuant to Rule 52. Additionally, request is made for authorization with respect to (i) the issuance of debentures or other evidences of indebtedness by any of the Applicants to a financing entity in return for the proceeds of the financing, (ii) the acquisition by any of the Applicants of voting interests or equity securities issued by the financing entity to establish any such Applicant's ownership of the financing entity (the equity portion of the entity generally being created through a capital contribution or the purchase of equity securities, ranging from 1 to 3 percent of the capitalization of the financing entity) and (iii) the guarantee by the Applicants of such financing entity's obligations in connection therewith. Each of the Applicants and the Subsidiaries also request authorization to enter into expense agreements with its respective financing entity, pursuant to which it would agree to pay all expenses of such entity. Any amounts issued by such financing entities to third parties pursuant to this authorization will be included in the overall external financing limitation authorized herein for the immediate parent of such financing entity, however, the indebtedness issued by an Applicant to a financing entity will not count against the intrasystem financing limit set forth herein. Applicants also request that SPS be authorized to retain Southwestern Public Service Capital I, a wholly owned trust, that issued trust preferred securities and loaned the proceeds to SPS.
Financing Entities. Each Financing Entity shall have access to the Work in the same manner and to the same extent as Customer Personnel under this Article 12 (Access to Work).
