01(a). Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01(a) or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Future Spread Custodial Account or the Future Spread Reserve Account.
01(a). Section 6.01(a)(i) of the Pooling and Servicing Agreement shall be deemed modified to read “The Primary Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Primary Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.” The Primary Servicer hereby represents and warrants, as of the date hereof, that (i) each insurance policy and fidelity bond referenced in Section 3.07(c) of the Pooling and Servicing Agreement names the Master Servicer as a loss payee; and (ii) the Primary Servicer is authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the Mortgage Loans or compliance with its obligations under this Agreement and the Master Servicer’s obligations under the Pooling and Servicing Agreement.
01(a). Allocations; Payments to Holder(s) of the BCRC ---------------------------------------------- Certificate and any Supplemental Certificate(s). The provisions of this Section ----------------------------------------------- ------------------------------ 4.01A shall apply only prior to and including the Series 1994-1 Final Payment ----------------------------------------------------------------------------- Date. ----
(a) Except as otherwise provided by the terms of the Agreement, the Servicer, as promptly as possible following receipt, but in no event later than two (2) Business Days following such receipt, shall deposit all Collections (which may be deposited net of the sum of (i) the Variable Funding Percentage of such Collections and (ii) the Excess Retained Percentage of such Collections) into the Collection Account; provided, however, that if Collections are not -------- ------- deposited net of the foregoing amounts, the withdrawals to be made from the Collection Account pursuant to this Article IV do not apply to funds on deposit in the Collection Account with respect to such net amounts. Except as otherwise provided in Article VII or Article VIII hereof, Non-Principal Collections and Principal Collections, Miscellaneous Payments and Defaulted Amounts, as they relate to the Certificates, shall be allocated and distributed as set forth in this Article IV.
(b) On each Deposit Date with respect to any Collection Period, the Servicer may instruct the Trustee in writing to withdraw from the Collection Account (or, to the extent not required to be deposited therein pursuant to Section 4.03 of the Agreement, to otherwise make available) and pay to the Holder(s) of the BCRC Certificate and any Supplemental Certificate(s), pro rata --- ---- in accordance with the respective percentage interests thereof, an amount equal to (i) the Excess Retained Percentage of all Collections deposited in the Collection Account for such Deposit Date plus (ii) the Available Retained Collections deposited in the Collection Account for such Deposit Date, if the Pool Balance (determined after giving effect to any Principal Receivables transferred to the Trust on any such Deposit Date) exceeds the Required Pool Balance for the immediately preceding Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date immediately following such Determination Date); provided, -------- however, that Available Retained Co...
01(a). If the Borrower shall fail to make such request, the Borrower shall be deemed, without any further action by any party hereto, to have requested a Base Rate Advance in an amount equal to the amount of such cash collateral. The Banks agree that they will make such Revolving Credit Advance whether or not the applicable conditions precedent in Section 3.02 are then satisfied. Upon the furnishing by the Borrower of such cash collateral on the ninety-fifth day prior to the Maturity Date to the Administrative Agent, the Administrative Agent shall transfer to individual cash collateral accounts established by each Issuing Bank which has issued an Extended Letter of Credit the pro rata share of such cash collateral allocable to such Issuing Bank. Simultaneous with receipt of such cash collateral, such Extended Letters of Credit, shall for all purposes cease to be Letters of Credit hereunder. Thereafter, fees, costs and expenses, as well as terms for release of such cash collateral, shall be as agreed from time to time between the Borrower and such Issuing Bank; provided that in the absence of such agreement between the Borrower and such Issuing Bank, the terms of this Agreement shall, as between the Borrower and such Issuing Bank, continue to govern the fees, costs and expenses payable in respect of such Extended Letters of Credit. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(d) and request the issuance of additional Letters of Credit under this Section 2.01(b).
01(a). In addition, the EPOD Shareholders and EPOD agree to cause the cancellation at Closing of a total of 1,028,000 (one million twenty-eight thousand) shares of common stock of EPOD (“Cancellation Shares”) held by the EPOD Shareholders as set out in Schedule B.
01(a). The salary basis for computing the co-pay for the period of absence will be the annual salary the employee was earning at the time of his exhaustion of sick leave.
01(a). Section 1.01(a) of the Merger Agreement is hereby amended as follows: a. by deleting the definitions of “Alternative Tax Counsel,” “Alternative Separation Opinion Tax Counsel,” “Company Tax Counsel,” “Distribution Share Maximum,” “Distribution Share Minimum,” “Exchange Ratio,” “New Issuance,” “Parent Tax Counsel,” “Ruling,” “Section 355(e) Minimum Percentage,” “Tax Representation Letters,” “Tax-Free Status” and “Tax-Free Status of the External Transactions” in their entirety; b. by adding the following as new defined terms in the appropriate alphabetical order:
01(a). Section 1.01(a) of the Separation Agreement is hereby amended as follows: a. by deleting the definition of “Tax-Free Status” in its entirety; and b. by amending the definition of “SpinCo Transfer” in Section 1.01(a) of the Separation Agreement by (i) deleting the word “the” before the words “SpinCo Common Stock” and (ii) inserting the words “, the issuance of the SpinCo Preferred Stock” immediately after the words “SpinCo Common Stock”.
01(a). Pursuant to Section 3.01(a) of the Separation Agreement, the Company hereby elects to effect the Distribution in the form of the Exchange Offer, including any Clean-Up Spin-Off.
01(a). Section 1.01(a) of the Separation Agreement is hereby amended as follows: a. by deleting the definitions of “Company’s Parent Shares”, “Distribution Share Maximum”, “Distribution Share Minimum” and “Tax-Free Status” in their entirety; b. by amending the definition of “Record Date” to delete the phrase “, to the extent the Distribution is effected through a One-Step Spin-Off, or in connection with any Clean-Up Spin-Off” in its entirety. c. by amending the definition of “SpinCo Transfer” in Section 1.01(a) of the Separation Agreement by (i) deleting the word “the” before the words “SpinCo Common Stock” and (ii) inserting the words “, the issuance of the SpinCo Preferred Stock” immediately after the words “SpinCo Common Stock”.
