and Sections 9 Clause Samples

and Sections 9. 08 to 9.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

and Sections 9. 7 and 9.8 shall be construed so that each Note is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and Section 5f.103-1(c) of the United States Treasury Regulations.

and Sections 9. 4 and 9.10.9, Kraft acknowledges and agrees that it retains responsibility for its compliance with GAAP and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

and Sections 9. 2 and 9.3, Losses shall include, and an Indemnified Party shall be entitled to recover (subject to limitations set forth in Sections 9.1(c), 9.1(d) and 9.1(e)), all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and reasonable expenses incurred in investigating, preparing or defending any such claim) sustained or incurred by an Indemnified Party by reason of its indemnification obligations to its Affiliates and their respective directors, officers, employees, shareholders, attorneys, accountants and agents.

and Sections 9. 02 to the contrary, waive the requirements of any other provision of this Agreement or any other Loan Document that may otherwise prohibit the incurrence of any Indebtedness expressly provided for by this Section 2.25 and hereby agree not to assert any Default or Event of Default in connection with the implementation of any such Permitted Debt Exchange or any other transaction contemplated by this Section 2.25.

and Sections 9. 4.4 and 10.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance and termination are particularly appropriate remedies for enforcement of this Agreement. Consequently, CPMC agrees that the City shall not be liable to CPMC for damages under this Agreement, and the City agrees that CPMC shall not be liable to the City for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, including but not limited to any failure to pay liquidated damages as and when due under Section 9.4.4, (2) the City shall have the right to recover actual damages for CPMC's failure to make any payment due under any indemnity in this Agreement, (3) for any Community Commitment for which specific performance or the other remedy listed in the applicable Exhibit is determined not to be available (and for which there is no liquidation amount listed in Section 9.4.4 or the applicable Exhibit), including any failure to fulfill the Baseline Expenditure Commitment as defined in Exhibit F, the City shall have the right to monetary damages against CPMC equal to the costs that CPMC would have incurred to complete the Community Commitment, and (4) either Party shall have the right to recover reasonable attorneys' fees and costs as set forth in Section 9.6. For purposes of the foregoing, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by law, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.