Williams failure to observe or perform its duties or obligations to third parties (e.g., duties or obligations to subcontractors);
Williams. Williams" shall mean the legal entity called Williams International Telecom (Chile) Limited organized and existing in accordance with the laws of the Cayman Islands, with a Certificate of Incorporation dated September 29, 1998, and Memorandum and Articles of Association dated September 29, 1998.
Williams. All statements, reports, certificates, opinions and other documents or information required to be furnished by any Party to the Share Trust or the Share Trustee under this Agreement or any other Transaction Document shall be supplied without cost to the Share Trust or the Share Trustee. Williams shall pay, within 30 days after demand therefor, (a) any fees, expenses (including extraordinary expenses) and/or indemnities incurred by the Share Trust or due and payable to the Share Trustee in accordance with the Transaction Participation Agreement 35 32 Documents to the extent such amounts are not paid pursuant to the Transaction Documents and (b) all reasonable and documented out-of-pocket costs and expenses of the Share Trust or the Share Trustee, incurred in connection with (i) the negotiation, preparation, execution and delivery of the Transaction Documents or any waiver or amendment of, or supplement or modification to, the Transaction Documents and (ii) the review of any of the other agreements, instruments or documents referred to in this Agreement or relating to the transactions contemplated hereby. In addition, Williams shall pay, or cause to be paid, within 30 days after demand therefor, all reasonable and documented out-of-pocket costs and expenses of the Share Trust or the Share Trustee (including the reasonable and documented fees and disbursements of counsel), incurred in connection with the enforcement or protection of its rights under the Transaction Documents, including in connection with any workout, restructuring or negotiations in respect thereof and including the exercise of the remedies of the Share Trust or the Share Trustee under the Transaction Documents following the occurrence of any condition, event or act that with the giving of notice and/or the lapse of time and/or any determination or certification would constitute a Trigger Event, an Event of Default or a Reset Event.
Williams. Williams covenants and agrees that, prior to the date that is a year and a day after the redemption or payment in full of the outstanding Senior Notes, it will not institute against, or join any other person in instituting against, the Issuer, the Co-Issuer or the Share Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any state of the United States.
Williams i) On or before the Closing Date, Williams shall (x) contribute $28,000 to the Share Trust and (y) issue the Williams Preferred Stock to the Share Trust (against payment therefor of $14,000 from the Share Trust), in each case, as further consideration for the sole beneficial interest in the Share Trust. (ii) On or before the Closing Date, Williams shall contribute to the Share Trust the Share Trust Reserve in the form of a Williams Demand Loan. (iii) On the Closing Date, Williams shall enter into the Liquidity Agreement. (iv) On the Closing Date, Williams shall enter into the Share Trust Agreement, the Remarketing and Support Agreement, the WCG Note Reset Remarketing Agreement, the Williams Payment Direction Letter and each other Transaction Document to which it is a party and that has not previously been entered into by it, and shall cause the Share Trust to enter into each Transaction Document to which it is a party and that has not previously been entered into by it.
Williams. 2. Registration of Underlying Stock. The Company hereby agrees to use its best efforts to cause the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form (the "Registration Statement"), the Common Stock underlying the Exercisable Portion of the Option ("Claimant's Underlying Stock") as soon as possible after the date hereof. Claimant agrees to provide all such information as may be necessary to assist the Company in such efforts. The parties agree that if the Registration Statement has not become effective by February 15, 1999, except by reason of Claimant's failure to comply with the previous sentence, then this Agreement shall become null and void and of no further force or effect. The Company agrees that it will handle the exercise by Claimant of the Exercisable Portion of the Option in substantially the same respect as it handles the exercise of stock options by other holders of stock options of the Company.
Williams. Alaska Properties” means the following assets currently owned by Williams: (a) a refinery located near North Pole, Alaska; (b) a petroleum products terminal located at or near the Fairbanks International Airport; (c) a petroleum products terminal located at Anchorage, Alaska; and (d) tangible and intangible assets related to the properties described in (a), (b), and (c).