By the Lender. The Lender is a corporation duly organized ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "Federal Act"), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a fore...
By the Lender. Without the prior written consent of the Lender, the Borrowers will at all times comply with the covenants contained in this Article V, from the date hereof and for so long as any part of the Revolving Credit Note or the Commitment is outstanding.
By the Lender. The failure of the Lender to fund pursuant to Section 203(a) hereof in the event that a proper Officer's Certificate pursuant to Section 1001(a) is received and the Company is in compliance with all covenants of this Agreement and the Note. SECTION 502. Acceleration of Maturity, Rescission and Annulment; Other Remedies.
By the Lender. Subject to the provisions of Clause 17 of the Trust Deed, the Lender may not assign or transfer, in whole or in part, any of its rights and benefits or obligations under this Agreement other than the Reserved Rights except (i) the charge by way of first fixed charge granted by the Lender in favour of the Trustee (as Trustee) of certain of the Lender’s rights and benefits under this Agreement; and (ii) the absolute assignment by the Lender to the Trustee of certain rights, interests and benefits under this Agreement, in each case, pursuant to Clause 4 of the Trust Deed. Nothing herein shall prevent the Trustee from assigning or transferring any rights held by it in relation to or under this Agreement, provided that any such assignment or transfer is in accordance with Clause 26 of the Trust Deed.
By the Lender. The Lender shall be entitled to assign or transfer all or any of its rights, benefits or obligations hereunder to any of its subsidiaries or affiliated companies.
By the Lender. The Lender is a corporation duly organized ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement.
By the Lender. Subject to the terms of this paragraph 9, the Lender will indemnify and hold harmless the Company, its directors, officers, any controlling person, and any underwriter from and against, and will reimburse the Company, its directors, officers, any controlling person, and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which the Company or any controlling person and/or any underwriter may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement filed with the SEC in connection to the Registrable Securities, any prospectus contained therein or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon, and in strict conformity with, written information furnished by, or on behalf of, the Lender specifically for use in the preparation thereof.
By the Lender. The Lender, severally and not jointly, will indemnify and hold the Issuer and its directors, officers, stockholders, members, partners, employees and agents, and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title (each, a “Issuer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees, costs of investigation and costs of enforcing this indemnity, that any such Issuer Party may suffer or incur as a result of any breach of any of the representations, warranties, covenants or agreements made by the Lender in this Agreement. If any action shall be brought against any Issuer Party in respect of which indemnity may be sought pursuant to this Agreement, such Issuer Party shall promptly notify the applicable Lender in writing, and the Lender shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Issuer Party. Any Issuer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Issuer Party except to the extent that (i) the employment thereof has been specifically authorized by the applicable Lender in writing, (ii) the applicable Lender has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Issuer Party and the position of such applicable Lender, in which case the applicable Lender shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Lender shall not settle or compromise any claim for which a Issuer Party seeks indemnification hereunder without the prior written consent of such Issuer Party and such consent not to be unreasonably withheld, conditioned or delayed, unless such settlement involves a full and complete release of the applicable Issuer Party. The indemnification required by this Section 8.3(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred, provided, however, that the recipient thereof shall ...
By the Lender. Subject to the provisions of Clause 17 of the Trust Deed, the Lender may not assign or transfer, in whole or in part, any of its rights and benefits or obligations under this Agreement other than the Reserved Rights except (i) the charge by way of first fixed charge granted by the Lender in favor of the Trustee (as Trustee) of certain of the Lender’s rights and benefits under this Agreement; and
By the Lender. Without the prior written consent of the Lender, the Borrowers will at all times comply with the
