Revocation Effect and Solicitation of Consents Special Record Dates Etc 60 Section 9.05. Notations and Exchanges. 61 Section 9.06. Trustee to Execute Supplemental Indentures. 61 Article 10. Satisfaction and Discharge 61 Section 10.01. Termination of Company’s Obligations. 61 Section 10.02. Repayment to Company. 62 Section 10.03. Reinstatement. 62 Article 11. Collateral Agency 63 Section 11.01. Collateral Agent. 63 Section 11.02. Application Proceeds of any Collateral. 63 Section 11.03. Limitation on the Duty of Collateral Agent in Respect of Collateral. 63 Article 12. Collateral And Security 65 Section 12.01. General. 65 Section 12.02. Security Documents. 65 Section 12.03. [Reserved]. 66 Section 12.04. Possession, Use and Release of Collateral. 66 Section 12.05. Suits to Protect Collateral. 67 Section 12.06. Powers Exercisable by Receiver, Trustee or Collateral Agent. 67 Section 12.07. Determinations Relating to Collateral. 67 Section 12.08. [Reserved]. 68 Section 12.09. [Reserved]. 68 Section 12.10. Purchaser Protected. 68 Article 13. Trustee 68 Section 13.01. Duties of Trustee. 68 Section 13.02. Rights of Trustee. 69 Section 13.03. Individual Rights of Trustee. 71 Section 13.04. Trustee’s Disclaimer. 71 Section 13.05. [Reserved]. 71 Section 13.06. [Reserved]. 71 Section 13.07. Compensation and Indemnity. 71 Section 13.08. Replacement of Trustee. 72 Section 13.09. Successor Trustee by Xxxxxx, Etc. 73 Section 13.10. [Reserved]. 73 Section 13.11. [Reserved]. 74 ||| Article 14. Miscellaneous 74 Section 14.01. Notices. 74 Section 14.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent. 75 Section 14.03. Statements Required in Officer’s Certificate and Opinion of Counsel. 76 Section 14.04. Rules by the Trustee, the Registrar and the Paying Agent. 76
Governing Law; Submission to Process EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A TRANSACTION DOCUMENT, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF BIONOVA AND SAVIA HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RELATED PERSON TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW. EACH OF BIONOVA AND SAVIA IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SURVIVAL OF COVENANTS/SUPERSESSION All covenants, agreements, representations and warranties made herein and in or pursuant to the Initial Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement. All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of SLM ECFC shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan. Each Purchase Agreement supersedes all previous agreements and understandings between Funding and SLM ECFC with respect to the subject matter thereof. These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought. The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by SLM ECFC or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by SLM ECFC in strict accordance with said terms.
Approval and Completion If any dispute regarding the design of the Tenant Improvements is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Fund (as defined in Section 5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building systems (in which case Landlord shall make the final decision). Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof.
Conclusiveness of Statements; Survival of Provisions Determinations and statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and termination of this Agreement.
EFFECT OF COMPLETION Any provision of this agreement and any other documents referred to in it which is capable of being performed after but which has not been performed at or before Completion and all Warranties and covenants and other undertakings contained in or entered into pursuant to this agreement shall remain in full force and effect notwithstanding Completion.
Attendance and Waiver of Notice Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
APPROVAL OF PLANS AND SPECIFICATIONS The Plans and Specifications will conform to the requirements and conditions set out by applicable law or any effective restrictive covenant, and to all governmental authorities which exercise jurisdiction over the Leased Premises or the construction thereon.
Term and Effect Prior to Change in Control (a) Except as otherwise provided herein, the term of this Agreement shall include: (i) the period commencing on the Effective Date and ending December 31, 2023, plus (ii) any and all extensions of the term made pursuant to paragraphs (b) and (c) of this Section 4 (the “Term”).
