Assumption of Risks The Borrower assumes all risks of the acts or omissions of any beneficiary of any Letter of Credit or any transferee thereof with respect to its use of such Letter of Credit. Neither the Issuing Bank (except in the case of gross negligence or willful misconduct on the part of the Issuing Bank or any of its employees), its correspondents nor any Lender shall be responsible for the validity, sufficiency or genuineness of certificates or other documents or any endorsements thereon, even if such certificates or other documents should in fact prove to be invalid, insufficient, fraudulent or forged; for errors, omissions, interruptions or delays in transmissions or delivery of any messages by mail, telex, or otherwise, whether or not they be in code; for errors in translation or for errors in interpretation of technical terms; the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; the failure of any beneficiary or any transferee of any Letter of Credit to comply fully with conditions required in order to draw upon any Letter of Credit; or for any other consequences arising from causes beyond the Issuing Bank’s control or the control of the Issuing Bank’s correspondents. In addition, neither the Issuing Bank, the Administrative Agent nor any Lender shall be responsible for any error, neglect, or default of any of the Issuing Bank’s correspondents; and none of the above shall affect, impair or prevent the vesting of any of the Issuing Bank’s, the Administrative Agent’s or any Lender’s rights or powers hereunder or under the Letter of Credit Agreements, all of which rights shall be cumulative. The Issuing Bank and its correspondents may accept certificates or other documents that appear on their face to be in order, without responsibility for further investigation of any matter contained therein regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, the Borrower agrees that any action, inaction or omission taken or not taken by the Issuing Bank or by any correspondent for the Issuing Bank in good faith in connection with any Letter of Credit, or any related drafts, certificates, documents or instruments, shall be binding on the Borrower and shall not put the Issuing Bank or its correspondents under any resulting liability to the Borrower.
Assumption of Risk I acknowledge that sailboat racing involves risks, and I freely assume all risks, including the risks of serious personal injury, death or permanent disability arising from the Participant’s participation in the Regatta and shore side activities, including accidents, collisions, falling, drowning, exposure, overexertion, sea or weather conditions, well as all unforeseen risks. I acknowledge that this Regatta is a voluntary recreational event and the Participant is free to withdraw at any time.
Assumption of Risks; Liability Resident ASSUMES ALL RISKS associated with use of the Property, and to the full extent permitted by law, agrees to hold harmless, release, defend and indemnify Owner and its affiliates, members, partners, officers, agents, management company and its and their respective employees (“Released Parties”) from all loss, liability and/or claims for injury, illness or death to persons or damage or theft to property arising in whole or in part from: (i) the negligent acts, omissions or intentional wrongdoing of Resident or his/her Guests; or (ii) the use, occupancy, presence at or other interaction with the Property or any part or contents thereof by Resident or his or her Guests, including without limitation those injuries and damages caused by a Released Party’s alleged or actual negligence or by breach of any express or implied warranty, all except solely to the extent of Owner’s liability expressly arising under applicable law and to the extent such liability may not be waived or released under law. The Released Parties will not be liable for injury, damage or loss caused by criminal conduct of other persons, including theft, assault, vandalism or other acts of third parties. Resident agrees to indemnify each Released Party for any injuries to Resident or any Guest or other person or property that arises in connection with occupancy or use by Resident or any Guest of Resident. Resident further agrees to reimburse, indemnify and hold harmless Released Parties from any and all claims, lawsuits, actions, costs, damages (including liquidated damages as specified) or losses, including reasonable attorneys’ fees and costs and expenses as allowed by law, that a Released Party incurs or may incur as a result of any breach of this Agreement by Resident. The forgoing will be binding to the fullest extent permitted by law.
Assumption of Liabilities Subject to the exceptions and exclusions of this Section 2.6, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.
Conditions of Effectiveness This Amendment shall not become effective until each of the following has been satisfied:
3.1 Bank One, NA, as a Bank (in such capacity “Bank One”) and in its capacity as Agent, Fifth Third Bank (“Fifth Third”), as a Bank, shall have each entered into an Assignment Agreement in the form prescribed by the Credit Agreement, pursuant to the terms of which Bank One shall have assigned to Fifth Third an amount equal to 40% of Bank One’s Commitment under the Credit Agreement as of the date hereof, and the Loan Parties shall have provided any required consent and acknowledgment with respect thereto.
3.2 This Amendment shall have been executed by the Loan Parties, the Agent, and the Banks.
3.3 The Loan Parties shall furnish to the Agent certified copies of the resolutions of the Board of Directors or the members, as the case may be, of the Loan Parties approving this Amendment, and of all documents evidencing other necessary corporate or company action, as the case may be, and governmental approvals, if any, with respect to this Amendment.
3.4 The Loan Parties shall furnish to the Agent such other approvals, opinions, or documents as the Agent may reasonably request.
3.5 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Revolving Notes described in Section 1.6 hereof.
3.6 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Term Notes described in Section 1.7 hereof.
3.7 The Loan Parties shall have entered into such amendments of the Subordination Agreements as shall be acceptable to the Agent so as to provide that (i) the stated maturity date of all Subordinated Debt shall occur not earlier than the Termination Date (as amended hereby), and (ii) except as otherwise provided in the Subordination Agreements as of the date of this Amendment, no holder of Subordinated Debt is entitled to receive any regularly scheduled payments of principal, interest or dividends or any other amount due with respect to the Subordinated Debt prior to the stated maturity of such Subordinated Debt, provided, however, that payment of interest with respect to the Xxxxxxx Xxxxx Subordinated Debt and the Replacement Notes may be made quarterly (on a calendar basis) in arrears commencing as of September 30, 2004 and continuing quarterly (on a calendar basis) thereafter, provided that the Fixed Charge Coverage Ratio as of the date of each such interest payment, beginning September 30, 2004, shall as of the date of such payment, be not less than 1.75 to 1, such ratio to be determined in each case in accordance with GAAP for the period of four consecutive calendar quarters of the Company then ending. For purposes of determining compliance with the Fixed Charge Coverage Ratio as set forth in this Section 3.7, each calculation shall include in the determination of the “sum” (as set forth in section (b)(ii) of the definition of Fixed Charge Coverage Ratio contained in the Credit Agreement”) the amount of any interest which has been actually paid by the Company during such 12 month period, or which is proposed to be paid with respect to the Xxxxxxx Xxxxx Subordinated Debt and the Replacement Notes as of the quarter end for which such Fixed Charge Coverage Ratio is then being tested
3.8 The Loan Parties shall have paid a participation fee solely to Fifth Third in the amount of $10,000.
3.9 The Loan Parties shall have paid the Agent’s Fees in accordance with Section 5.4 of the Credit Agreement, in the amount of $10,000.00.
3.10 The Loan Parties shall have paid all out of pocket fees and disbursements of the Agent, including all unpaid fees and disbursements of Xxxxxxxxx Xxxxxx PLLC due and owing as of the date of this Amendment.
Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.
Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement from and after the Effective Time, (a) Tyco shall, or shall cause a member of the Tyco Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Tyco Retained Liabilities, (b) Healthcare shall, or shall cause a member of the Healthcare Group to, Assume all the Healthcare Liabilities and (c) Electronics shall, or shall cause a member of the Electronics Group to, Assume all the Electronics Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (iii) where or against whom such Liabilities are asserted or determined or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Tyco Group, the Healthcare Group or the Electronics Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.
CONDITIONS OF CONTRACT The contractor shall at all times observe and comply with federal and State laws, local laws, ordinances, orders, and regulations existing at the time of or enacted subsequent to the execution of this contract which in any manner affect the completion of the work. The contractor shall indemnify and save harmless the agency and all its officers, representatives, agents, and employees against any claim or liability arising from or based upon the violation of any such law, ordinance, regulation, order or decree by an employee, representative, or subcontractor of the contractor.
CONDITIONS OF SALE Unless otherwise stated, the sale is subject to a reserve price and the Assignee reserves the right to bid itself or through its agents at the auction without having to pay any deposit whatsoever and in the event of its becoming the successful purchaser shall set off the purchase price [excluding any taxes imposed thereon] against the amount due on the Facilities Agreement, Deed of Assignment and Power of Attorney (“the Agreements’) as mentioned above on the date of sale including costs and expenses of the sale.
Conditions of Loans 6 3.1 Conditions Precedent to Initial Credit Extension.................... 6 3.2 Conditions Precedent to all Credit Extensions....................... 6