Benefit and Enforcement. This Guarantee is given for the benefit of the Trustee and, subject to the terms and conditions set forth herein or unless otherwise provided with respect to the Securities of any series, the Holders from time to time of the Securities, all of whom shall be entitled in the same manner as set forth herein to enforce performance and observance of this Guarantee.
Benefit and Enforcement. 10.2.1 Any deviation from the Non-Financial Covenants shall require the prior approval of the Supervisory Board, including the affirmative vote of at least one of the Independent Members.
10.2.2 The Non-Financial Covenants are made to the Company as well as, by way of irrevocable third-party undertaking for no consideration (onherroepelijk derdenbeding om niet), to each of the Independent Members in their capacity as members of the Supervisory Board. The Non-Financial Covenants may be enforced by a joint decision of the Independent Members and, for the avoidance of doubt, any enforcement of the Non-Financial Covenants shall require the approval of both of the Independent Members. The Buyer hereby agrees in advance to the assignment of the benefit of this undertaking by each of the Independent Members to its successor.
10.2.3 The Buyer will bear all reasonable costs and expenses relating to the enforcement of the Non-Financial Covenants by the Independent Members, including by making payment in advance or as incurred, as requested by the Independent Members or their Representatives, to cover all such reasonable costs and expenses.
Benefit and Enforcement. This Partnership Guarantee is given for the benefit of the Company and the Trustee and, subject to the terms and conditions set forth herein, including Section 4.7, the Holders from time to time of the Securities, all of whom shall be entitled in the same manner as set forth herein to enforce performance and observance of this Partnership Guarantee.
Benefit and Enforcement. 54 SECTION 10.06 Limitations on Guarantee; Release.................................................54
Benefit and Enforcement. This Guaranty Agreement is entered ----------------------- into by the Corporate Guarantor for the benefit of the Trustee, the Agency, the Holders from time to time of the Bonds, the Bank and the Issuing Agent, all of whom shall be entitled in the same manner as set forth in the Indenture to enforce performance and observance of this Guaranty Agreement to the same extent as if all were parties signatory hereto.
Benefit and Enforcement. 6.5.1 The Parties acknowledge that (i) only pursuant to mandatory Applicable Laws, and (ii) if supported by an unequivocal opinion of an outside legal counsel that non-deviation would constitute a breach of mandatory Applicable Laws, the Supervisory Board may in the interest of the Combination deviate from relevant Non-Financial Covenants if such deviation – in the reasonable opinion of the Supervisory Board – is mandated by a proper discharge of its fiduciary duties or is required to ensure compliance with Applicable Laws.
6.5.2 Any deviation from the Non-Financial Covenants requires the prior written approval of the Supervisory Board, including the affirmative vote of at least 1 (one) Independent Member; provided, however, that any deviation from the Non-Financial Covenants set out in Clause 8.5.1 requires the prior written approval of the Supervisory Board, including the affirmative vote of each of the 2 (two) Independent Members.
6.5.3 The Non-Financial Covenants are made to TNT Express as well as, by way of irrevocable third party undertaking for no consideration (onherroepelijk derdenbeding om niet), to each of the 2 (two) Independent Members and regardless of whether he or she is in office or dismissed, provided that after dismissal, the dismissed Independent Member(s) must assign the benefit of such undertaking to a new Independent Member in function, unless such dismissal is successfully challenged by such Independent Member. New Independent Members will be appointed based on agreement on the nominee between the remaining Independent Member (if any) and the other members of the Supervisory Board, or, in case of disagreement by the members of the Supervisory Board, by the President of the Enterprise Chamber. FedEx hereby agrees in advance to the assignment of the benefit of this undertaking by any Independent Member to its successor. FedEx will bear all reasonable costs and expenses relating to the enforcement by an Independent Member pursuant to this Clause 6.5.3.
Benefit and Enforcement. This Lessee Guaranty is entered ----------------------- into by the Lessee for the benefit of the Agency and the Bondholder, all of whom shall be entitled in the same manner as set forth in the Mortgage Agreement to enforce performance and observance of this Lessee Guaranty to the same extent as if they were parties signatory hereto.
Benefit and Enforcement. The Non-Financial Covenants, and the provisions set forth in Clause 3 (Rationale for the Offer; Future Strategy), Clause 4 (Squeeze out; Post-Closing Restructuring Measures), and Clause 5 (Future Governance) are made to the Company as well as, by way of irrevocable third party undertaking for no consideration (onherroepelijk derdenbeding om niet), to the Designated Independent Non-Executives in function from time to time. Any Designated Independent Non-Executive leaving office, must assign, with effect from such person leaving office, the benefit of such undertaking to a new Designated Independent Non-Executive in function. The Offeror hereby agrees in advance to such assignment. The Offeror will bear all costs and expenses relating to the enforcement by the Designated Independent Non-Executives pursuant to this Clause 3.7 (Benefit and enforcement).
Benefit and Enforcement. 87 SECTION 12.6. Survival of Partnership Guarantee Obligation; Waiver of Subrogation.....................................87 SECTION 12.7. Pledge of Partnership Collateral.....................87
Benefit and Enforcement. This Agreement is intended to carry out the legitimate municipal objectives of, and provide benefit to, the two municipal parties to this Agreement, and shall not be deemed to benefit or vest any rights in any other person or entity, either directly or as a third party beneficiary, and thus this Agreement and any and all of its provisions shall not serve as a basis for a third party suit for enforcement, or for any other relief at law or equity based on the enforcement or non-enforcement of this Agreement by the parties.
