Without limiting Section 6. 1(a), from and after the date of this Agreement, GFI and its Subsidiaries will use commercially reasonable efforts to assist Parent and its Affiliates (including, as necessary, by causing their auditors to take actions) by participating in due diligence sessions (including accounting due diligence sessions), providing information regarding internal controls and procedures and financial reporting, obtaining auditors consents, providing representation letters, providing comfort letters (including as to customary negative assurances and change period), providing legal opinions (including customary negative assurances) and other customary assistance for Parent and Purchaser to fulfill their obligations under the U.S. securities Laws and in connection with securities offerings.
Without limiting Section 6. 06(a), (i) maintain or cause the maintenance of the interests and rights which are necessary to maintain the Terminals, which individually or in the aggregate, could, if not maintained, reasonably be expected to have a Material Adverse Effect; (ii) subject to Liens permitted under Section 7.01, maintain the Terminals within the boundaries of the Terminal Deeds and without encroachment upon any adjoining property, except where the failure of the Terminals to be so maintained, individually or in the aggregate, (A) does not materially interfere with the ordinary conduct of Business, (B) does not materially detract from the use of the Terminals, taken as a whole and (C) could not reasonably be expected to have a Material Adverse Effect; (iii) maintain such rights of ingress and egress necessary to permit the Borrowers and the Restricted Subsidiaries to inspect, operate, repair, and maintain the Terminals to the extent that failure to maintain such rights, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and provided that either Borrower or any of the Restricted Subsidiaries may hire third parties to perform these functions; and (iv) maintain all material agreements, licenses, permits, and other rights required for any of the foregoing described in clauses (i), (ii), and (iii) of this Section 6.06(b) in full force and effect in accordance with their terms, timely make any payments due thereunder, and prevent any default thereunder which could result in a termination or loss thereof, except any such failure to maintain or pay or any such default that could not reasonably, individually or in the aggregate, be expected to cause a Material Adverse Effect.
Without limiting Section 6. 6(a), Buyer and its Representatives and Affiliates shall file, or cause to be filed, with the Iowa Commission and/or DCI as soon as reasonably practicable, and in any event within thirty (30) days after the date of this Agreement or any date set by the Iowa Commission or DCI or any other applicable Governmental Entity, whichever is earlier, all required initial applications and documents required to be filed in connection with obtaining the Governmental Approvals, including, (i) with respect to each of the Initial Qualifiers, a correct and complete application for licensure or suitability that complies with applicable Gaming Laws and (ii) for each Buyer financing source and its Affiliates and any related individual qualifiers that require approvals under applicable Gaming Laws. If Buyer or its Affiliates determine or are otherwise made aware that any other Person must obtain Gaming Approval in order to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable (and in any event within five (5) Business Days of being made so aware) Buyer shall provide notice thereof to Seller (after which time such Person shall be considered a Required Licensee) and as promptly as reasonably practicable (and in any event within thirty (30) days) or by any date set by the Iowa Commission or DCI, whichever is earlier, Buyer shall cause such Person to file with the Iowa Commission a correct and complete application for licensure or suitability that complies with applicable Gaming Laws. Buyer and its Affiliates shall use their commercially reasonable efforts to promptly comply (and cause each such Person making an application to comply) with any request of the Iowa Commission related to any such applications and to obtain approval of the Iowa Commission for all such applications as promptly as reasonably practicable and to avoid or eliminate each and every impediment under any Law that may be asserted by the Iowa Commission with respect to the Closing so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date). Buyer and its Affiliates shall keep Seller informed on a reasonably current basis and in reasonable detail of the status of all such applications. The Parties acknowledge that Seller intends to file or cause to be filed this Agreement for approval by, and that this Agreement is subject to the approval of, the Iowa Commission.
Without limiting Section 6. 1, at any time after a breach of any of Sections 5.6(a) through (d) or after the occurrence of an Event of Default, each Grantor hereby irrevocably appoints the Collateral Agent (and any of its sub-agents) as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of (i) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles constituting Collateral now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereon, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, the purpose of creating in favor of the Collateral Agent a first priority (subject to Permitted Liens that by operation of law or contract have priority over the Liens securing the Obligations) perfected lien on the Motor Vehicles constituting Collateral and exercising the rights and remedies of the Collateral Agent under Section 7.1). Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.
Without limiting Section 6. 13(a) in any respect, from and after the Closing, Purchaser and its Subsidiaries, including the Conveyed Subsidiaries (and their Subsidiaries), jointly and severally, shall indemnify and hold harmless the Seller Parent Indemnified Parties against any Liabilities that the Sellers or any of their respective Affiliates suffer, incur or are liable for following the Closing by reason of or arising out of or in consequence of (i) the Sellers or any of their respective Affiliates issuing, making payment under, being required to pay or reimburse the issuer of or any other Person in connection with, or being a party to, any Seller Parent Guarantee or Seller Parent LC, (ii) any claim or demand for payment made on the Sellers or any of their respective Affiliates with respect to any Seller Parent Guarantee or Seller Parent LC or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Seller Parent Guarantee or Seller Parent LC.
Without limiting Section 6. 07(a), from and after the Effective Time, in the event of any threatened or actual claim, suit, action, proceeding or investigation (a “Claim”), whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that the Indemnified Party is or was a director (including in a capacity as a member of any board committee), or officer of the Company, any of its Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the Transactions, whether in any case asserted or arising before or after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by Law and the Company’s or its applicable Subsidiary’s Organizational Documents in effect at the Effective Time, each such Indemnified Party against any losses, claims, Damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation of each Indemnified Party to the fullest extent permitted by Law and the Company’s or its applicable Subsidiary’s Organizational Documents in effect at the Effective Time upon receipt of any undertaking from such Indemnified Party contemplated by applicable Law or such Organizational Documents with respect to repayment of advancement), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Claim. Parent’s and the Surviving Corporation’s obligations under this Section 6.07(b) shall continue in full force and effect for a period or six (6) years after from the Effective Time provided, however, that all rights to indemnification in respect of any Claim asserted or made within such period shall continue until the final disposition of such Claim.
Without limiting Section 6. 1(a), from and after the date of this Agreement until the earlier of (x) the termination of this Agreement pursuant to Section 7.1 and (y) the Offer Closing Date, GFI and its Subsidiaries will use commercially reasonable efforts to assist BGCP and its Affiliates (including, as necessary, by causing their auditors to take actions) by participating in due diligence sessions (including accounting due diligence sessions), providing information regarding internal controls and procedures and financial reporting, obtaining auditors consents, providing representation letters, providing comfort letters (including as to customary negative assurances and change period), providing legal opinions (including customary negative assurances) and other customary assistance for BGCP and Purchaser to fulfill their obligations under the U.S. securities Laws and in connection with securities offerings.
Without limiting Section 6. 1(a), Buyer and its agents and contractors shall have the right, at Buyer's sole cost and expense, to enter onto and into the Real Property at reasonable times and in a reasonable manner as agreed to with Seller prior to such entry for the purpose of making such tests and inspections as Buyer deems necessary in connection with this Agreement and as otherwise in accordance with this Agreement; provided, however, that (i) Seller may require, as a condition to any such entry, that any such Person is accompanied by a representative of Seller during such entry and (ii) no such Person shall conduct any test in connection with a Phase II environmental report or any other test that involves drilling, boring or similar intrusive or invasive action on, in or under the Real Property without Seller's prior written consent, which may be granted or withheld in Seller's sole and absolute discretion. Buyer agrees that such tests and inspections shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company and the Subsidiaries, and consistent with Seller's obligations under any leases regarding any Leased Real Property. Prior to any entry on any Real Property by Buyer, its agents or contractors pursuant to this Section 6.1(b), Buyer shall provide to Seller evidence, reasonably satisfactory to Seller, demonstrating that Buyer or its agents and contractors, as applicable, have and maintain comprehensive general liability insurance coverage covering any and all Liabilities with respect to or arising out of any work or investigations at the Real Property to be performed by or for Buyer or its agents or contractors as set forth in this Agreement, and thereafter Buyer shall maintain, or shall cause its agents and contractors to maintain, as applicable, such insurance in full force and effect. The policy of insurance shall have limits of not less than $2,000,000 combined single limit per occurrence, shall be issued by a reputable insurance company qualified to do business in the states in which the Real Property is located and shall name Seller as an additional named insured. After making such tests and inspections, Buyer, at Buyer's sole cost and expense, shall restore, or cause to be restored, the Real Property to substantially the same condition as existed prior to such tests and inspections. Further, Buyer shall deliver to Seller a true, correct and complete copy of any report of the results of any tests, inspections and/or analyses o...
Without limiting Section 6. 8(a) above, each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, at all times, do the following to the extent the failure to do so, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) comply in all material respects with, and maintain each of the Premises in compliance in all material respects with, all applicable Environmental Laws; (ii) require that each tenant and subtenant, if any, of any of the Premises or any part thereof comply in all material respects with all applicable Environmental Laws; (iii) obtain and maintain in full force and effect all material governmental approvals required by any applicable Environmental Law for the operation of their business and each of the Premises; (iv) cure any material violation by it or at any of the Premises of applicable Environmental Laws; (v) not allow the presence or operation at any of the Premises of any (1) landfill or dump or (2) hazardous waste management facility or solid waste disposal facility as defined pursuant to applicable Environmental Law; (vi) not manufacture, use, generate, transport, treat, store, Release, dispose or handle any Hazardous Material (or allow any tenant or subtenant to do any of the foregoing) at any of the Premises except in the ordinary course of its business, in de minimis amounts, and in compliance with all applicable Environmental Laws; (vii) within ten (10) Business Days notify the Administrative Agent in writing of and provide any 744209099 20664705 reasonably requested documents upon learning of any of the following in connection with any Loan Party or any Restricted Subsidiary or any of the Premises: (1) any material Environmental Liability; (2) any material Environmental Claim; (3) any material violation of an Environmental Law or material Release, threatened Release or disposal of a Hazardous Material; (4) any restriction on the ownership, occupancy, use or transferability of any Premises arising from or in connection with any (x) Release, threatened Release or disposal of a Hazardous Material or (y) Environmental Law; or (5) any environmental, natural resource, health or safety condition, which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; (viii) conduct at its expense any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other corrective or response action necessary to remove, remediate, clean up, correct ...
Without limiting Section 6. 11(a) or (b), a sufficient number of Restricted Subsidiaries existing on the Closing Date shall execute and deliver to Administrative Agent a Guaranty such that:
