Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements It is expressly agreed and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers are entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender and/or its loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion, of the Loan Documents, to permit the related Mortgage Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under this Section 12.14, such document shall be in form and substance reasonably acceptable to the Trustee.
Liability; Provisions that Survive Termination If this Agreement is terminated pursuant to this Article VII, such termination shall be without liability of any party hereto to any other party hereto except as provided in Section 9.02 and for the Company’s obligations in respect of all prior Issuance Notices, and provided further that in any case the provisions of Article VI, Article VIII and Article IX shall survive termination of this Agreement without limitation.
Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
Other Adjustments Pursuant to the Equity Definitions Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 9(j)(i)), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent may, in its sole discretion, adjust the Cap Price to preserve the fair value of the Options to Dealer; provided that in no event shall the Cap Price be less than the Strike Price; provided further that any adjustment to the Cap Price made pursuant to this Section 9(x) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustments made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above or adjustments made pursuant to Section 9(h)).
Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)
No Obligation to Mitigate Damages; No Effect on Other Contractual Rights (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.
Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.
Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.
Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.
