and Sections 2. 1 and 2.2; and the licenses granted thereunder shall be deemed perpetual and fully paid-up.
and Sections 2. 06 to 2.12 hereof shall apply to committees and members of committees to the same extent as those sections apply to the Board and directors.
Subdivision 4. Minutes, if any, of committee meetings shall be made available upon request to members of the committee and to any director.
and Sections 2. 06 and 2.08 hereof. Every Note authenticated and made available for delivery in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.05 or Section 2.06 or 2.08 hereof, shall be authenticated and, except as provided in the second sentence of this Section 2.05(a), be made available for delivery in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.05(a); provided that beneficial interests in a Global Note may be transferred and exchanged consistent with the provisions hereof.
and Sections 2. 2.1 and 2.2.5, shall survive until the expiration of the 15 day period commencing on the expiration date of the relevant statute of limitations period (including any applicable extensions thereof), if longer than the period specified above (provided that if there is no relevant statute of limitations, survival shall be indefinite), unless survival is governed by the preceding clause (a) (the “Survival Period”). Any claim by a party based upon breach of any such representation or warranty made pursuant to Article V below or otherwise must be submitted to the other party prior to or at the expiration of the applicable Survival Period. In the case of any claim submitted within such time period, the right of the party submitting the claim to recover from the other party with respect to such claim shall not be dependent on the claim being resolved or the losses being incurred within such time period. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations, warranties and covenants set forth herein. The waiver of any condition regarding the accuracy of any representation or warranty, regarding the performance of or compliance with any covenant or obligation or regarding any other matter, will not affect the right of indemnification or any other remedy of the waiving party after the Closing based on the inaccuracy of such representation or warranty, the nonperformance of or noncompliance with such covenant or obligation or the failure of such condition to have been satisfied, unless otherwise expressly agreed by the parties in writing prior to the Closing.
and Sections 2. 1 and 2.2 to Buyer on the terms and subject to the conditions set forth in this Agreement and the Related Agreements, and pursuant to any other conveyance documents that may be required in form and substance satisfactory to the Parties.
and Sections 2. 6 and 2.7 shall be deemed the only representations and warranties in this Agreement with respect to matters relating to Environmental Laws or to Hazardous Substances.
and Sections 2. 4.2. and 2.11., the Borrower shall have the option (a) at any time, to convert all or any part of its outstanding Base Credit Agreement 23 33 Rate Loans to LIBOR Rate Loans, (b) on the last day of the Interest Period applicable thereto, to (i) convert all or any part of its outstanding LIBOR Rate Loans to Base Rate Loans, (ii) to continue all or any part of its LIBOR Rate Loans as Loans of the same Type, or (iii) to convert all or any part of its outstanding LIBOR Rate Loans to LIBOR Rate Loans of another Type; provided that, in the case of clause (a), (b) (ii) or (b)(iii), there does not exist a Default or an Event of Default at such time. If a Default or an Event of Default shall exist upon the expiration of the Interest Period applicable to any LIBOR Rate Loan, such Loan automatically shall be converted into a Base Rate Loan.
and Sections 2. 1.2 and 2.1.6, and Televisa shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as was offered to the Prospective Subscriber (if any), at a cash price not in excess of the maximum price set forth in the Televisa Participation Notice and on other principal terms not less favorable in the aggregate to Televisa than those set forth in the Televisa Participation Notice, such amount of Subject Securities as Televisa shall have specified in the Participation Right Exercise Notice referred to in Section 2.1.1(b). If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be higher than the maximum price set forth in the Televisa Participation Notice or the other principal terms shall be substantially less favorable in the aggregate to the Prospective Subscriber than those set forth in the Televisa Participation Notice, the acceptance by Televisa shall be deemed to be revoked, and it shall be necessary for a new Televisa Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1; provided, however, that, the applicable period to which reference is made in the first sentence of Section 2.1.1(a) and in the first sentence of Section 2.1.1(b) shall be five (5) business days and two (2) business days, respectively.
and Sections 2. 3 and 10.1.4 hereof, be a condition precedent to the Closing hereof) subject to modification of the terms of the Loan Documents or the terms of new loan documents from Existing Lender as required by Buyer, on terms and conditions acceptable to Lender and reasonably acceptable to Buyer acting in good faith (the “Assumption”). The consent and approval of Lender is required before Buyer will be permitted to consummate the Assumption. As they become due and payable, Buyer shall pay any Assumption fees, and all other costs, fees or expenses (other than Seller’s legal fees) in connection with attempting to obtain approval of the Lender of the Assumption and in assuming the Existing Loan (collectively, the “Loan Assumption Related Fees”).
and Sections 2. 1 and 5.1 of the Series 2011-1 Supplement. ZVF shall give the Administrative Agent and each Funding Agent the name of the Funding Agent, the Conduit Investors, if any, and the Committed Note Purchasers which are members of such proposed Additional Investor Group, the Maximum Investor Group Principal Amount with respect to such Additional Investor Group, the related Conduit Committed Note Purchaser’s Conduit Committed Note Purchaser Percentage and the desired effective date of such proposed Additional Investor Group becoming a party to this Agreement. Each Additional Investor Group shall, upon the execution of an Addendum by such Additional Investor Group, the Administrative Agent and ZVF, become a party to this Agreement from and after the date of such execution with the same effect as if such Additional Investor Group had been an original party hereunder and the Administrative Agent shall amend Schedule I hereto in accordance with the information provided in the notice described above.