AFHI definition
Examples of AFHI in a sentence
SRMI shall indemnify, defend and hold harmless AIAI and AFHI against, and shall reimburse AIAI and AFHI for any and all Losses arising out of, based upon or relating or attributable to (without duplication) all Taxes imposed on any of the relating or attributable to taxable Post-Acceptance Periods.
This Collateral Acceptance Agreement and the other instruments executed and delivered by AIAI or AFHI pursuant hereto constitute the legal, valid and binding obligation of each of AIAI and AFHI, enforceable against each of them in accordance with its terms, except insofar as the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
Concurrently with the funding of each Delayed-Draw Loan, if any, AFHI will issue to the Lenders in accordance with their respective Commitment Percentages, a fee (the “Delayed Draw Fee”) payable in the form of 1,125,000 1,250,000 shares of AFHI Common Stock (the “Draw Fee Shares”) in accordance with delivery instructions provided by the Lender.
SRMI, on the one hand, and AIAI and AFHI, on the other hand, shall notify the other party within 10 days of receipt by it or any of its Affiliates of any written notice (whether given by a Governmental Authority or any other Person) of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar claim, which if adversely determined, could give rise to Losses covered by Section 4.1.
SRMI shall make its and its Subsidiaries’ personnel available to AIAI and AFHI during normal business hours, to perform those services they performed for AIAI or AFHI during Pre-Acceptance Periods so long as the provision of those services will not materially interfere with the applicable Person’s ability to timely perform their duties to SRMI and its Subsidiaries.
All reasonable costs and expenses (including reasonable attorneys’ fees and expenses and expenses of investigation) incurred by AIAI or AFHI in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters AIAI or AFHI is indemnified against by SRMI in this Collateral Acceptance Agreement.
Neither AFHI nor any other Credit Party has received any notice of any pending or threatened termination of any material insurance policies or any material premium increases for the current policy period with respect to any of such policies, and neither AFHI nor any other Credit Party has any knowledge of any condition or circumstance that might result in such termination or increase.
Prior to the execution and delivery of this Collateral Acceptance Agreement, AFHI and AIAI (1) caused to be conveyed to AGMI all of the assets used in the conduct of the MGA Business and then owned by any Credit Party other than AGMI, and (2) caused to be conveyed to UBI Holdings or one of its Subsidiaries all of the assets used in the conduct of the optOn Business then owned by any Credit Party other than one of the Acquired Companies.
The duties of the Administrative Agent hereunder are purely ministerial and neither the Administrative Agent nor any of its officers, partners, directors, employees or agents shall be liable to AIAI, AFHI or SRMI for any action taken or omitted by the Administrative Agent under or in connection with this Agreement except to the extent caused by the Administrative Agent’s gross negligence, fraud or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
AIAI and AFHI, on the one hand, and SRMI, on the other, shall take all commercially reasonable actions within their control to help reduce or alleviate any Taxes for which the other party (or any consolidated group of which it is a member) may be liable.