Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliates, hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, any 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 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 Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt 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 or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives re...
Financing Provisions. 18.1 The provisions of ¶¶ 18.1 and 18.2 are applicable only if ¶ l.20.1or 1.20.2 applies.
Financing Provisions. Notwithstanding any contrary provisions contained in this Option Agreement, including without limitation Sections 9.1 and 9.2, Owner specifically agrees (i) without any further request for prior consent but with advance written notice to Owner, to permit Grantee to mortgage, collaterally assign or otherwise encumber and grant a security interest in, all of Grantee’s interest in this Option Agreement as collateral for the purpose of obtaining financing or refinancing in connection with the System, or any portion thereof, and (ii) to, at Xxxxxxx’s sole cost and expense, sign any agreement reasonably requested by Grantee or its lenders to acknowledge and evidence such agreement.
Financing Provisions. It is contemplated that each Project Company shall obtain non-recourse construction and/or term project financing, and each of the Project Contracts shall be collaterally assignable by the Project Company to bonafide lenders and shall contain customary provisions acceptable to the Parties in order to facilitate such financing. Such customary provisions include, but are not limited to the making of customary estoppel statements, the granting of certain additional lender rights relating to notice and cure periods and the acknowledgment of certain lender rights following foreclosure.
Financing Provisions. The provisions of ¶¶ 18.1 and 18.2 are applicable only if ¶ 1.20.1 or 1.20.2 applies. An “Institutional Lender” is any of the following that is authorized under Federal or New York State law to make a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located: a bank, savings bank, savings and loan association, trust company, credit union of which Purchaser is a member, mortgage banker, insurance company or governmental entity.
Financing Provisions. 3.1 Amounts Payable by the Recipient.
Financing Provisions. 85 -v- SCHEDULES Schedule 1.1(b) Business Employees Schedule 1.1(c) Company Subsidiaries Schedule 1.1(d) FCC Licenses Schedule 1.1(e) Internal Reorganization Schedule 1.1(f) Seller’s Knowledge Schedule 1.1(g) Significant Subsidiaries Schedule 1.1(h) State Regulatory Approvals Schedule 1.1(i) Target Indebtedness Schedule l.1(j) TSA Support Employees Schedule 1.1(k) Accounts Excluded from Working Capital Schedule 2.1(b)(ii) Working Capital Adjustment Amount Schedule 2.1(b)(iv) Target Capital Expenditures Schedule 3.2(a) Capitalization Schedule 3.4 Other Regulatory Approvals Schedule 3.5(c) Financial Statements Schedule 3.5(d) Indebtedness Schedule 3.7 Legal Proceedings Schedule 3.10(a) Employee Plans Schedule 3.10(g) VEBAs Schedule 3.10(h) Welfare Plan Exceptions Schedule 3.11(a) Compliance with Environmental Laws Schedule 3.13 Material Contracts Schedule 3.14(a) Collective Bargaining Schedule 3.14(d) Stock and Pension Information Schedule 3.14(e) Certain Business Employee Agreements Schedule 3.18 Sufficiency of Assets Schedule 5.2(b) Third-Party Consents Schedule 5.4(a) Conduct of Business Schedule 5.6(b) Primary Work Locations Schedule 5.6(e) Severance Benefits Schedule 5.6(f) Retention Agreements Schedule 5.7(a)(iv) Excluded Contracts Schedule 5.7(c)(iii) Retained Liabilities Schedule 5.8(c) Support Obligations Schedule 5.16(a) Assigned Marks EXHIBITS Exhibit A Form of Assignment of Membership Interests Exhibit B Form of Transition Services Agreement Exhibit C Illustrative Calculation of Preliminary Post-Closing Payment Amount Exhibit D Buyer Parent Guaranty
Financing Provisions. Notwithstanding anything to the contrary contained in this Agreement, the Parties hereby agree that none of the Financing Sources shall have any liability to Seller or any other Person (other than Purchaser and its permitted assigns in respect of the Debt Financing) relating to or arising out of this Agreement or the Debt Financing, whether at law or equity, in contract or in tort or otherwise, and neither Seller nor any other Person (other than Purchaser and its permitted assigns in respect of the Debt Financing) shall have any rights or claims against any of the Financing Sources under this Agreement or the Debt Financing, whether at law or equity, in contract or in tort, or otherwise. Seller hereby waives any rights or claims against the Financing Sources and hereby agrees that in no event shall the Financing Sources have any liability or obligation to Seller and in no event shall Seller seek or obtain any other damages of any kind against any Financing Source (including consequential, special, indirect or punitive damages), in each case, relating to or arising out of this Agreement, the Debt Financing or the transactions contemplated hereby or thereby.
Financing Provisions. This ESS agreement will be implemented by the participating national authorities. They may be subject to a financial support (only for Option 2) from the Lifelong Learning programme, in application of individual grant agreements to be concluded between the Commission and the participating national authorities. The implementation of Option 1 of this ESS agreement could also be subject to a financial support from the Commission if the action is combined with the foreseen action on learning mobility in higher education (1st mobility benchmark). Annex List of participating national authorities Option 1: EE Statistics Estonia LV Central Statistical Bureau of Latvia LU Service Central de la Statistique et des Etudes Economiques NL: Central Bureau of Statistics PL Central Statistical Office SK Statistical Office of the Slovak Republic Option 2: BE Direction générale Statistique et Information économique BG National Statistical Institute CZ Czech Statistical Office EL Hellenic Statistical Authority ES Instituto Nacional de Estadistica FR Institut National de la Statistique et des Etudes Economiques IT Istituto Nazionale di Statistica LT Statistics Lithuania HU Hungarian Central Statistical Office AT Statistik Österreich PT Instituto Nacional de Estatística RO National Institute of Statistics
Financing Provisions. Notwithstanding any contrary provisions contained in this Agreement, including without limitation Section 13, Xxxxxx specifically agrees, without any further request for prior consent but with advance written notice to Lessor which will identify any such assignee, to permit Lessee to assign, transfer or pledge its rights under this Agreement and its rights and title to the Facilities for the purpose of obtaining financing or refinancing in connection with the Facilities (including, without limitation, pursuant to a sale-leaseback or partnership flip transaction) and to sign any agreement reasonably requested by Lessee or its lenders to acknowledge and evidence such agreement; provided, however, that such agreement does not adversely affect the rights of Lessor or materially adversely alter the obligations owed to Lessor under the terms of this Agreement.
