Without limiting the generality of paragraph. (a) of this Section, Xxxxx shall, and shall cause its Subsidiaries to, use all commercially reasonable efforts to preserve intact in all material respects its present business organization and reputation, to keep available the services of its key officers and employees, to maintain its assets and properties in good working order and condition (ordinary wear and tear excepted), to preserve its relationships with customers and suppliers and others having significant business dealings with them, to comply in all material respects with all Laws and Orders of all Governmental or Regulatory Authorities applicable to them, and to maintain (subject to Section 5.01(b)(xx)) insurance, including, without limitation, product liability insurance, in such amounts and against such risks and losses as was in effect on June 30, 1998 (subject to Section 3.14). Also without limiting the generality of paragraph (a) of this Section, Xxxxx shall not, and shall cause its Subsidiaries not to:
Without limiting the generality of paragraph. (a) above, for the purpose of creating a solidarite active in accordance with Article 1541 of the Civil Code of Quebec, between each Lender, taken individually, on the one hand, and the Administrative Agent, on the other hand, each Loan Party and each such Lender acknowledge and agree with the Administrative Agent that such Lender and the Administrative Agent are hereby conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each such Lender and the Administrative Agent (collectively, the "Solidary Claim"). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Quebec, the Loan Parties are irrevocably bound towards the Administrative Agent and each Lender in respect of the entire Solidary Claim of the Administrative Agent and such Lender. As a result of the foregoing, the parties hereto acknowledge that the Administrative Agent and each Lender shall at all times have a valid and effective right of action for the entire Solidary Claim of the Administrative Agent and such Lender and the right to give full acquittance for it. Accordingly, without limiting the generality of the foregoing, the Administrative Agent, as solidary creditor with each Lender, shall at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Administrative Agent and to the Lenders or any of them and the right to give a full acquittance for same. The parties further agree and acknowledge that the Administrative Agent's Liens on the Collateral shall be granted to the Administrative Agent, for its own benefit and for the benefit of the Lenders.
Without limiting the generality of paragraph. (a) above, the provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed to be included therein unless expressly excluded by the Trust Agreement) are a part of and govern the Trust Agreement, whether or not physically contained therein.
Without limiting the generality of paragraph. (a), above, each Borrower and the Lender, hereby confirms that it is the intention of all such parties that none of this Agreement, the promissory notes or any other Loan Document constitute a fraudulent transfer or conveyance under the federal Bankruptcy Code, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to this Agreement and the other Loan Documents. Therefore, such parties agree that the Debt and other obligations of a Borrower hereunder and under the other Loan Documents shall be limited to such maximum amount as will, after giving effect to such maximum amount and other contingent and fixed liabilities of such Borrower that are relevant under such Laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the other Borrowers and any other obligor, result in such Debt and obligations not constituting a fraudulent transfer or conveyance. [No additional provisions are on this page; the page next following is a signature page.]
Without limiting the generality of paragraph. 1.2 above, the Purchaser will not, nor attempt to, nor permit, enable, or request any other person to:
Without limiting the generality of paragraph. 5(a), the Proprietary Information may include certain statements, estimates and projections with respect to the Company’s anticipated future performance. Such statements, estimates and projections reflect various assumptions made by the Company, which assumptions may or may not prove to be correct, and are subject to various risks and uncertainties. No representations, warranties or assurances are made by the Company or any of its Representatives as to such assumptions, statements, estimates or projections, including, without limitation, any budgets, and you hereby waive any claims in respect thereof.
Without limiting the generality of paragraph. 9.1 above, the Sellers shall not be liable for any claim for breach of paragraph 4 or 5 of Schedule 5 (The Sellers’ Warranties) in respect of any fact, matter, event or circumstance which is fairly disclosed in the VDD.
Without limiting the generality of paragraph. (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights unto and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Aircraft or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall be entitled to the benefit of the provisions of this Section 19.7(b). Lessee shall, upon the written instruction of Lessor and compliance with Section 19.7(b) : (a) recognize any such assignment, (b) accept the directions or demands of such assignee in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) so long as Lessor remains obligated hereunder, not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees, and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing. 19.8
Without limiting the generality of paragraph. (a) of this section, the holders of Guarantor Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders to the holders of Guarantor Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend
Without limiting the generality of paragraph. (a) hereof, Tenant shall at all times keep the Premises in compliance with the Americans With Disabilities Act and its supporting regulations, and all similar federal, state or local laws, regulations and ordinances. If Landlord's consent would be required for alterations to bring the Premises into compliance, Landlord agrees not to unreasonably withhold its consent.
