Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of T-Mobile and/or any of its subsidiaries under and pursuant to the Commitment Letter or the definitive agreement entered into with respect to the Financing, Sprint on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (a) agrees that any 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, the Commitment Letter, the Financing or the definitive agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder 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 Action to the exclusive jurisdiction of such court, (b) agrees that any such 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 the Commitment Letter or other applicable definitive document relating to the Financing, (c) agrees not to bring or support or permit any of its affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon Sprint, its Subsidiaries or its controlled affiliates in any such Action shall be effective if notice is given in accordance with Section 10.14, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Action brought against th...
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
Financing Parties. Sublessee understands and acknowledges that: (a) the Sublessor is party to the Head Lease whereby it leases the Aircraft from the Head Lessor; (b) the Aircraft may be subject to one or more security interests from time to time as the result of Head Lessor, Owner Participant or an Affiliate of Head Lessor or Owner Participant borrowing funds from one or more Financing Parties, and (c) as a result, Head Lessor may be required to collaterally assign part or all of its interest in the Aircraft and in and under this Agreement to secure the performance of its repayment and other obligations owing to the Financing Parties. Sublessee agrees that, upon the written direction of Sublessor and provided that reasonable notice has been provided, it will consent to any such collateral assignment of Head Lessor’s or Sublessor’s rights under this Agreement if such collateral assignment is in form and substance satisfactory to Sublessee acting reasonably, except that Sublessor will reimburse Sublessee for any reasonable and documented out-of-pocket expenses associated with complying with this Section 20.11 (including Sublessee’s attorney’s fees) and such collateral assignment will not increase Sublessee’s obligations or reduce Sublessee’s rights under this Agreement or under the ATSA. Head Lessor, Owner Participant and any Financing Parties shall be third party beneficiaries of the terms of this Sublease.
Financing Parties. The Parties acknowledge that the development of the Plant is to be funded in part by loans from third-party lenders that are not parties to this Agreement (“Financing Parties”). In the event the Financing Parties request any changes to this Agreement, the Parties agree to negotiate in good faith to accommodate the Financing Parties’ requests.
Financing Parties. Section 3.7
Financing Parties. REQUIREMENTS The Design-Builder acknowledges that the Owner or an affiliate thereof may borrow certain funds from the Financing Parties for the construction of the Project and that, as a condition to making loans to the Owner or such affiliate, the Financing Parties may from time to time require certain documents from, and agreements by, the Design-Builder. In connection therewith, the Design-Builder agrees to furnish to the Financing Parties such written information, certificates, copies of invoices and receipts, lien waivers and other like documents as the Financing Parties may reasonably request. Upon the request of the Financing Parties (but in connection with the occurrence of the financial closing), the Design-Builder shall state in writing whether or not it is satisfied with Owner's performance to that date. Without limiting the generality of the foregoing, the Design-Builder shall execute, on or before financial closing, a consent and a legal opinion (it being acknowledged that such legal opinion shall address the due organization of the Design-Builder, the due authorization, execution and delivery of this Agreement and the enforceability of this Agreement against the Design-Builder) reasonably satisfactory to the Design-Builder and the Financing Parties.
Financing Parties. The Xxxxx Company may assign its rights hereunder to the Financing Parties, as collateral security for its obligations under the Financing Documents, but otherwise shall not assign its rights hereunder without the prior written consent of Xxxxx R&M and the Financing Parties. Xxxxx R&M hereby expressly authorizes the Financing Parties, or the Collateral Trustee acting on behalf of the Financing Parties, as a secured party, to exercise all rights of the Xxxxx Company under this Services and Supply Agreement and to subsequently assign such rights in connection therewith.
Financing Parties. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) agrees that it will not bring or support any person in any action, suit, proceedings, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Parties (which defined term for the purposes of this provision shall include the Financing Parties and their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Credit Agreement but excluding Buyer or any of its Affiliates) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Credit Agreement or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within New York City; (b) agrees that, except as specifically set forth in the Credit Agreement or the documents evidencing the financings contemplated by the Credit Agreement, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Parties in any way relating to the Credit Agreement or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Credit Agreement or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (i) Seller, its stockholders, their Representatives and their respective subsidiaries, Affiliates, directors, officers, employees, agents partners, managers or members shall not have any rights or claims against any Financing Parties, in any way relating to this Agreement or ...
Financing Parties. Subscriber acknowledges that Provider may finance the construction, development, and operation of the Facility through one or more financial partners (“Financing Party” or “Financing Parties”). Upon the request of Provider or a Financing Party, Xxxxxxxxxx agrees to execute and deliver to Provider or Financing Party any document, instrument, or statement as Provider or Financing Party may reasonably request in order to create, perfect, continue, modify or terminate a Financing Party’s security or equitable interest in this Agreement or the Facility. Subscriber acknowledges and agrees that under no circumstances shall a Financing Party be liable to Subscriber for any act, omission, or breach of any representation, warranty, or covenant by Provider.
Financing Parties. Contractor acknowledges that Owner and/or its Affiliates will borrow funds from the Financing Parties in connection with the development, construction and operation of the Plant and that, as a condition to making loans to Owner or its Affiliates, the Financing Parties may from time to time require amendments to this Agreement and certain documents from Contractor. In connection therewith, Contractor agrees to furnish to the Financing Parties such written information, certificates, opinions, affidavits and other like documents as Owner may reasonably request. Contractor shall negotiate in good faith amendments to this Agreement reasonably requested by the Financing Parties. In addition, Contractor shall promptly execute any additional documentation, as may be mutually agreed upon in form and substance, that is reasonably requested by the Financing Parties. Owner and Contractor agree that the Financing Parties are intended to be a third party beneficiary of Article XI, Article XII and Section 16.01. In that regard, Owner and Contractor will not, without the prior written consent of the Financing Parties, amend or modify the above Articles or Section 16.01 in any respect.
