IN CONNECTION WITH Sample Clauses

IN CONNECTION WITH. ANY ACTION TAKEN BY THE TRUSTEE AND/OR MORTGAGEE PURSUANT TO THIS MORTGAGE, THE TRUSTEE AND/OR MORTGAGEE AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED PARTIES") SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY MORTGAGOR RESULTING FROM AN ASSERTION THAT MORTGAGEE HAS RECEIVED FUNDS FROM THE PRODUCTION OF HYDROCARBONS CLAIMED BY THIRD PERSONS OR ANY ACT OR OMISSION OF ANY INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY INCLUDING SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF AN INDEMNIFIED PARTY UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT AND BAD FAITH OF AN INDEMNIFIED PARTY, NOR SHALL THE TRUSTEE AND/OR MORTGAGEE BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF MORTGAGOR. MORTGAGOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY EACH INDEMNIFIED PARTY FOR, AND TO HOLD EACH INDEMNIFIED PARTY HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED BY ANY INDEMNIFIED PARTY BY REASON OF THIS MORTGAGE OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER; SHOULD THE TRUSTEE AND/OR MORTGAGEE MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LIABILITY, LOSS OR DAMAGE, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE ATTORNEYS' FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION MORTGAGOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY MORTGAGOR TO THE TRUSTEE AND/OR MORTGAGEE AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE POST-DEFAULT RATE, SHALL BE A PART OF THE INDEBTEDNESS AND SHALL BE SECURED BY THIS MORTGAGE AND ANY OTHER SECURITY INSTRUMENT. MORTGAGOR HEREBY ASSENTS TO, RATIFIES AND CONFIRMS ANY AND ALL ACTIONS OF THE TRUSTEE AND/OR MORTGAGEE WITH RESPECT TO THE MORTGAGED PROPERTY TAKEN UNDER THIS MORTGAGE. THE LIABILITIES OF THE MORTGAGOR AS SET FORTH IN THIS SECTION 4.16 SHALL SURVIVE THE TERMINATION OF THIS MORTGAGE.
IN CONNECTION WITH a Change of Control, when used in relation to a specified event, means that the event occurs during the period beginning 30 days prior to the execution by the Company of one or more agreements to engage in one or more transactions which, in the aggregate, constitute a Change of Control and ending on the date one (1) year after the Change of Control Date.
IN CONNECTION WITH. THIS SECTION 9, TONTEECX AND THE EXECUTIVE EACH REPRESENTS THAT ITS OR HIS EXPERIENCE, CAPABILITIES AND CIRCUMSTANCES ARE SUCH THAT THESE PROVISIONS WILL NOT PREVENT TONTEEC OR THE EXECUTIVE (AS APPLICABLE) FROM EARNING A LIVELIHOOD AND THAT THE LIMITATIONS SET FORTH THEREIN ARE REASONABLE AND PROPERLY REQUIRED FOR THE ADEQUATE PROTECTION OF THE COMPANY.
IN CONNECTION WITH. ANY ACTION TAKEN BY MORTGAGEE OR TRUSTEE PURSUANT TO THIS MORTGAGE, THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY MORTGAGOR RESULTING FROM ANY ACT OR OMISSION OF ANY INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY, NOR SHALL MORTGAGEE OR TRUSTEE BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF MORTGAGOR. MORTGAGOR SHALL AND DOES HEREBY AGREE TO INDEMNITY EACH INDEMNIFIED PARTY FOR, AND TO HOLD EACH INDEMNIFIED PARTY HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED BY ANY INDEMNIFIED PARTY BY REASON OF THIS MORTGAGE OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER UNLESS SUCH LIABILITY, LOSS OR DAMAGE IS CAUSED BY THE GROSS NEGLIGENCE OF WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY; SHOULD MORTGAGEE OR TRUSTEE MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LIABILITY, LOSS OR DAMAGE, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE ATTORNEYS' FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION MORTGAGOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY MORTGAGOR TO MORTGAGEE OR TRUSTEE AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE POST-DEFAULT RATE, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS MORTGAGE AND ANY OTHER SECURITY INSTRUMENT. THE LIABILITIES OF THE MORTGAGOR AS SET FORTH IN THIS SECTION 6.11 SHALL SURVIVE THE TERMINATION OF THIS MORTGAGE. If any claim for indemnification by any of the Indemnified Parties arises out of a claim by a person other than the Indemnified Parties, Mortgagor shall conduct any proceedings or negotiations in connection therewith which are necessary to defend such Indemnified Party and shall take all such steps and proceedings as Mortgagor in good faith deems necessary to settle or defeat any such claims, and Mortgagor shall employ counsel to contest any such claims; provided, however, that Mortgagor shall reasonably consider the advice of the Indemnified Party as to the defense of such claims, and the Indemnified Party shall have the right to participate, including the right to retain its own counsel at its expense, in such defense (unless the Indemnified Party reasonably determines that a conflict exists between the interests of the Mortgagor and the interests of the Indemnified Party, in which case such independent counsel selected by the Indemnified Party shall ...
IN CONNECTION WITH. A REFERENCE OR ANY -------------------- OTHER ACTION OR PROCEEDING, WHETHER BROUGHT IN STATE OR FEDERAL COURT, THE PARTIES HEREBY EXPRESSLY, INTENTIONALLY AND DELIBERATELY WAIVE ANY RIGHT THEY MAY OTHERWISE HAVE TO TRIAL BY JURY OF ANY CLAIM.
IN CONNECTION WITH its activities as administrator and servicer of the Mortgage Loans, the Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Servicer, the Subservicer, if any, the Trustee and Certificateholders, claims to the related Insurer under any Primary Insurance Policies, in a timely manner in accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10.
IN CONNECTION WITH. POLLUTION CONTROL FACILITIES This LOAN AGREEMENT, dated as of October 1, 2003, by and between the LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY, the governmental successor in interest to the County of Jefferson, Kentucky, being a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky, and LOUISVILLE GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of Kentucky;
IN CONNECTION WITH. ANY PROCEEDINGS UNDER THE LOAN DOCUMENTS, ---- ------- INCLUDING WITHOUT LIMITATION ANY ACTION IN REPLEVIN, FORECLOSURE OR OTHER COURT PROCESS OR IN CONNECTION WITH ANY OTHER ACTION RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, EACH OBLIGOR WAIVES:
IN CONNECTION WITH. ANY PROCEEDING INVOLVING A DISPUTE BETWEEN THE PARTIES HERETO, THE PARTIES HERETO CONSENT AND AGREE TO ARBITRATE THE SAME IN BOSTON, MASSACHUSETTS IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, THE DECISION OF ANY SUCH ARBITRATOR OR PANEL SHALL BE FINAL AND ENFORCEABLE BY ANY COURT, FEDERAL OR STATE, HAVING JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS.
IN CONNECTION WITH. ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY, (i) GUARANTOR WAIVES ANY RIGHT TO NOTICE AND HEARING UNDER CHAPTER 903(a) OF THE CONNECTICUT GENERAL STATUTES, AS NOW OR HEREAFTER AMENDED, OR ANY SUCCESSOR ACT THERETO, AND AUTHORIZES THE ATTORNEY OF LENDER TO ISSUE A WRIT FOR THE PREJUDGMENT REMEDY WITHOUT COURT ORDER, AND (ii) GUARANTOR WAIVES TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING AND AGREES THAT NO SUCH ACTION WITH RESPECT TO WHICH A JURY TRIAL HAS BEEN WAIVED SHALL BE SOUGHT TO BE CONSOLIDATED WITH ANY OTHER ACTION WITH RESPECT TO WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. Loan No. 6518217 EXECUTED effective as of the date first above written. WITNESSED BY: MAKER: -------------------------- INLAND SOUTHEAST NEW BRITAIN, L.L.C., Name: a Delaware limited liability company -------------------- By: Inland Western Retail Real Estate Trust, Inc., a Maryland corporation its sole member By: /s/ Valerie Medina ------------------------------------------ Its: Asst. Secretary ------------------------------------------ [SIGNATURE PAGE TO GUARANTY] Loan No. 6518217 STATE OF___________________ ) ) SS. _______________ January _, 2004 COUNTY OF____________________ ) Personally appeared_____________________________, ______________________ of Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, the Sole Member of Inland Southeast New Britain, L.L.C., a Delaware limited liability company, signer and sealer of the foregoing instrument, and acknowledged the same to be his/her free act and deed as such __________ and the free act and deed of said ______________ and _____________________________, before me. -------------------------------------- Name: Commissioner of the Superior Court Notary Public My commission expires: ---------------- [SEAL] [ACKNOWLEDGEMENT PAGE TO GUARANTY]