The Affiliated Sample Clauses

The Affiliated. Hedge Counterparty acknowledges that it has received a copy of the Existing Repurchase Agreement and each other Transaction Document.
The Affiliated. Company’s Guarantors shall subrogate in the rights of Buyer’s Indmenitee against their respective Sellers should they comply with, in total or in part, the guarantee provided for in this Section, up to the amount of debt effectively complied with.
The Affiliated. Companies and Members shall give prompt notice to Qorus upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of the Affiliated Companies or Members to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
The Affiliated. Parties shall and hereby jointly and severally agree to indemnify and hold the Lessor harmless from and against all obligations, liabilities, losses, costs, claims, expenses, fines, penalties and damages (including, without limitation, attorneys' fees and expenses and court costs) which the Lessor may reasonably incur (I) by reason of this Agreement and (II) in connection with the Interaffiliate Agreements (including, without limitation, all claims and demands which may be asserted against the Lessor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained in the Interaffiliate Agreements) (the matters described in the foregoing clauses (i) and (ii) are collectively referred to herein as the "Indemnified Losses"). Notwithstanding anything to the contrary contained herein, the Indemnified
The Affiliated. Parties shall and hereby jointly and severally agree to indemnify and hold the Lessor harmless from and against all obligations, liabilities, losses, costs, claims, expenses, fines, penalties and damages (including, without limitation, attorneys' fees and expenses and court costs) which the Lessor may reasonably incur (i) by reason of this Agreement and (ii) in connection with the Interaffiliate Agreements (including, without limitation, all claims and demands which may be asserted against the Lessor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained in the Interaffiliate Agreements) (the matters described in the foregoing clauses (i) and (ii) are collectively referred to herein as the "Indemnified Losses"). Notwithstanding anything to the contrary contained herein, the Indemnified Losses shall not include any obligations, liabilities, losses, costs, claims, expenses, fines, penalties or damages arising solely as a result of the Lessor's gross negligence or willful misconduct. The Affiliated Parties shall defend the Lessor against any claim or litigation involving the Lessor for the same, with counsel approved by the Lessor, and should the Lessor incur any such obligation, liability, loss, cost, expense, fine, penalty or damage, then the Affiliated Parties shall reimburse the Lessor for such amounts upon demand, and upon the failure of the Affiliated Parties so to do, the Lessor, at its option, may declare the Lease Obligations immediately due and payable. Notwithstanding anything to the contrary contained herein, the Lessor shall have the option of conducting its own defense with counsel of its own choice, but at the expense of the Affiliated Parties. The foregoing indemnification agreement shall also include all costs reasonably incurred by the Lessor in connection with the enforcement of said indemnification agreement. Any amounts owed to the Lessor under this Section shall be a demand obligation and to the extent permitted under applicable law, shall be added to the Lease Obligations and, if not paid within ten (10) days after demand, shall thereafter, to the extent permitted by applicable law, bear interest at the Overdue Rate until the date of payment. The provisions of this Section shall survive the complete payment and performance of the Obligations and the expiration or earlier termination of all of the Leases.

Related to The Affiliated

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Lessee Affiliate Notwithstanding the provisions of paragraph 12.1 hereof, Lessee may assign or sublet the Premises, or any portion thereof, without Lessor's consent, to any corporation which controls, is controlled by or is under common control with Lessee, or to any corporation resulting from the merger or consolidation with Lessee, or to any person or entity which acquires all the assets of Lessee as a going concern of the business that is being conducted on the Premises, all of which are referred to as "Lessee Affiliate"; provided that before such assignment shall be effective, (a) said assignee shall assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall be given written notice of such assignment and assumption. Any such assignment shall not, in any way, affect or limit the liability of Lessee under the terms of this Lease even if after such assignment or subletting the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of whom shall not be necessary.

  • Affiliated Company Affiliated Company" of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

  • Entities If the undersigned is not an individual but an entity, the individual signing on behalf of such entity and the entity jointly and severally agree and certify that:

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

  • Entity If the Subscriber is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

  • Affiliated Group The term “Affiliated Group” shall mean any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn.

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.