Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that (a) the term “Notes” as used in the Transaction Documents shall mean the Notes, as, and to the extent, amended by this Agreement, and (b) the term “Liabilities” and “Obligations” as used in the Transaction Documents shall include all liabilities and obligations of the Borrower under this Agreement, under the Facility Agreement (as amended hereby) under the Notes (as amended hereby) and under the other Transaction Documents, and each of the parties hereto agrees not to take any contrary positions.
Avoidance of Doubt. For the avoidance of doubt, if crystallization of the floating charge pursuant to this Clause is in respect of part, but not all, of the Charged Assets, the floating charge shall subsist and remain in full force and effect as regards the remaining part or parts of the Charged Assets in respect of which the floating charge has not crystallized as aforesaid. The giving of a notice by the Security Trustee pursuant to Clause 7.4 in relation to any class of the Charged Assets shall not be construed as a waiver or abandonment of the rights of the Security Trustee to serve similar notices in respect of any other class of the Charged Assets or of any other right of the Security Trustee and/or any Beneficiaries.
Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that the terms “Liabilities” and “Obligations” as used in the Transaction Documents shall include all liabilities and obligations of the Borrower under this Agreement, under the Facility Agreement, under the Notes and under the other Transaction Documents, and each of the parties hereto agrees not to take any contrary positions.
Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that (a) the terms "LOAN AGREEMENT" as used in the Transaction Documents shall mean the Loan Agreement, as, and to the extent, amended by this Agreement, (b) the term "LOANS" as used in the Security Agreement shall include all advances to Borrower pursuant to the Loan Agreement, as, and to the extent, amended by this Agreement; (c) the term "REVOLVING CREDIT NOTE" as used in the Transaction Documents shall mean the Revolving Note, as, and to the extent, amended by this Agreement, (d) the term "TRANSACTION DOCUMENTS" shall include the Conveyances of Overriding Royalty Interests and the Additional Security Documents, and (e) the term "OBLIGATIONS" as used in the Transaction Documents shall include all liabilities and obligations of the Borrower under this Agreement, under the Loan Agreement (as amended hereby), under the Revolving Note (as amended hereby), under the Conveyances of Overriding Royalty Interests and under the other Transaction Documents, and each of the parties hereto agrees not to take any contrary positions.
Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that (a) the terms “Notes” and “Warrants” as used in the Transaction Documents shall mean the Notes and Warrants, in each case as, and to the extent, amended by this Agreement, and (b) the terms “Liabilities” and “Obligations” as used in the Transaction Documents and “Indebtedness” as used in the Mortgages shall include all liabilities and obligations of the Company under this Agreement, under each of the Notes (as amended hereby, including the increase in Principal thereof as provided hereunder), under each of the Warrants (as amended hereby) and under the other Transaction Documents (in each case as, and to the extent, amended or modified hereby), and each of the parties hereto agrees not to take any contrary positions.
Avoidance of Doubt. For the avoidance of doubt, the parties acknowledge that:
Avoidance of Doubt. The parties hereto hereby agree, for the avoidance of doubt, that (a) the phrase “for purposes of determining the Fixed Conversion Price under this Section 2(f)(i)” at the beginning of the second sentence of Section 2(f)(i) of each of the 2004 Notes shall mean for all purposes of Section 2(f) of such 2004 Notes, including for purposes of determining whether the Company has issued or sold, or shall be deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the Applicable Price (as defined in the 2004 Notes), and (b) the phrases “for purposes of determining the adjusted Warrant Exercise Price under Section 9(a) above” and “for purposes of determining the adjusted Warrant Exercise Price under Sections 9(a) and 9(b) above” at the beginning of Sections 9(b) and 9(c), respectively, of each of the 2004 Warrants, shall mean for all purposes of Section 9 of such 2004 Warrant, including for purposes of determining whether the Company has issued or sold, or shall be deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the Applicable Price (as defined in the 2004 Warrants), and each of the parties hereto agrees not to take any contrary positions.
Avoidance of Doubt. The undersigned hereby agree, for the avoidance of doubt, that (a) this Amendment shall be a Transaction Document, (b) any references to the Exchange Agreement in any of the Transaction Documents shall mean the Exchange Agreement, as, and to the extent, amended by this Amendment, and (c) any references to the Initial RCGI Note in any of the Transaction Documents shall mean the Initial RCGI Note, in a form reflecting the terms of this Amendment.
Avoidance of Doubt. For the avoidance of doubt, <Counterparty> is not required to pay any applicable Charges and other amounts payable under this Service Agreement in accordance with clause 4.1 if any event or circumstance within the control of <Service Provider> prevented <Service Provider> from providing, undertaking or completing the Service.
Avoidance of Doubt. For avoidance of doubt, Principal Shareholder and LLC’s liability for indemnification of Purchaser against any Loss arising from the indemnifications set forth in Section 10.4(a), except in the case of fraud or willful misrepresentation, is limited to two million five hundred thousand dollars ($2,500,000.00) in excess of the two million five hundred thousand dollars ($2,500,000.00) included in the Escrow Funds and only for claims presented within a period of two (2) years after the Closing Date, which shall be Purchaser’s sole remedy for Losses arising from the foregoing Indemnification, and, except in the case or fraud or willful misrepresentation, Purchaser releases and forever discharges Principal Shareholder’s Excluded Assets, including the proceeds from the Transaction, from any and all claims, demands and liabilities (including attorney fees and costs) arising out of the Principal Shareholder and LLC’s indemnifications arising out of this Agreement or any Transaction Documents in excess of the foregoing amounts.
