Without limiting the generality of the foregoing. Custodian shall be under no obligation to inquire into, and shall not be liable for (except to the extent that either (a) or (b) involves Custodian’s negligence, bad faith or willful misconduct):
Without limiting the generality of the foregoing. (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;
Without limiting the generality of the foregoing. (i) Each party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable following the date of this Agreement and to supply promptly any additional information and documentary material (a "SECOND REQUEST") that may be requested pursuant to the HSR Act. In the event a Second Request is made, the Expiration Date shall automatically be extended until December 31, 2006.
Without limiting the generality of the foregoing the Custodian shall be under no obligation to inquire into, and shall not be liable for:
Without limiting the generality of the foregoing at a minimum, Licensee shall maintain during any period in which Licensee has indemnification obligations to GPC Biotech, (a) commercial general liability insurance with a combined single limit for bodily injury and property damage of not less than Five Million U.S. Dollars ($5,000,000) per occurrence and Ten Million U.S. Dollars ($10,000,000) in the aggregate, (b) products liability/completed operations coverage with a minimum indemnity limit of Ten Million U.S. Dollars ($10,000,000) per claim and in the aggregate and (c) a global cargo insurance policy with a minimum indemnity limit of One Million Five Hundred Thousand U.S. Dollars ($1,500,000) per occurrence and insurance on product inventory at processor locations of Five Million U.S. Dollars ($5,000,000) per occurrence. Such policies shall (x) be provided by insurance carrier(s) reasonably acceptable to GPC Biotech, and (y) show GPC Biotech as additional insured and loss payee, as its interests may appear. Such policies shall remain in effect throughout the term of this Agreement and shall not be cancelled or subject to a reduction of coverage without the prior written authorization of GPC Biotech. Should Licensee at any time or for any reason fail to obtain the insurance required herein, or should such insurance be cancelled or reduced below the above limits, GPC Biotech shall have the right to procure the same at Licensee’s expense. GPC Biotech shall have the right to offset any such expense that is owed by Licensee but not paid against any payments owed by GPC Biotech, if any, under this Agreement.
Without limiting the generality of the foregoing the Software and the Documentation constitute Striim’s Confidential Information and Customer Data constitutes Customer’s Confidential Information.
Without limiting the generality of the foregoing whenever
Without limiting the generality of the foregoing. (a) Each Borrower shall, and shall cause its Subsidiaries (1) to use its best efforts, in the case of Projects where such Borrower or any of its Subsidiaries maintains primary or substantial responsibility for management, administration or other services of a similar nature, and (2) to do or cause to be done all things which it may accomplish with a reasonable amount of cost or effort, in the case of Projects where such Borrower or any of its Subsidiaries does not maintain primary or substantial responsibility for management, administration or other services of a similar nature, to cause each of the POAs for each Projects, to (A) maintain one or more policies of "all-risk" property and general liability insurance with financially sound and reputable insurers, providing coverage in scope and amount which (x) satisfies the requirements of the declarations (or any similar charter document) governing the POA for the maintenance of such insurance policies, and (y) is at least consistent with the scope and amount of such insurance coverage obtained by prudent POAs and/or management of other similar developments in the same jurisdiction; and (B) apply the proceeds of any such insurance policies in the manner specified in the relevant declarations (or any similar charter document) governing the POA and/or any similar charter documents of such POA (which efforts shall include, in any case, voting as a member of the POA or as a proxy or attorney-in-fact for the nominee under the applicable Title Clearing Agreement). For the avoidance of doubt, the parties hereto acknowledge that the ultimate discretion and control relating to the maintenance of any such insurance policies is vested in the POAs in accordance with the respective declaration (or any similar charter document) relating to each VOI Regime.
Without limiting the generality of the foregoing the Trustee at the direction of the Beneficiary may acquire Shares in any company whether in Australia or elsewhere, and whether the Shares are fully or partly paid up or involve liabilities or not. Any Shares may be acquired by original subscription or by purchase or otherwise.
