Claims under Transaction Documents Sample Clauses

Claims under Transaction Documents. Notwithstanding any other provision of this Agreement, each Parent shall be responsible for its respective Parent Entities’ compliance with their obligations under each of the Transaction Documents to which such Parent Entities are parties. In the event of a breach by a Parent Entity of an obligation owed to any Company Entity in any Transaction Document, the other Parent shall be entitled to assert a claim for and enforce, at the Company’s reasonable expense, such obligation on behalf of any Company Entity and may pursue on behalf of any Company Entity all remedies available to any Company Entity in respect of such breach. For the avoidance of doubt, if there is an event of default under the MH Brand License, CME Group shall have the right to enforce such license on behalf of the Company in accordance therewith and exercise all rights and remedies the Company may have thereunder. The Company Entities shall cooperate and comply with any reasonable instructions received from the Parent enforcing the rights of the Company Entities in connection with any of the foregoing actions. The Parent exercising any rights pursuant to this Section 5.11 agrees to promptly reimburse the Company for any expenses advanced to such Parent or incurred by the Company Entities if such Parent is not successful in asserting such claim. ARTICLE 6 ACCOUNTING, TAX, FISCAL AND LEGAL MATTERS
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Related to Claims under Transaction Documents

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • No Action Except Under Specified Documents The Interim Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Interim Eligible Lender Trustee pursuant to this Agreement, the Purchase Agreements and the Sale Agreement.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Amendments to Transaction Documents On and after the Closing Date, each of the Transaction Documents are hereby amended as follows:

  • Formation Documents (i) With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Acquisition Documents Borrower has made available to Lender true and complete copies of all material agreements and instruments under which Borrower or any of its Affiliates or the seller of any of the Properties have remaining material rights or material obligations in respect of Borrower’s acquisition of the Properties.

  • Transaction Documents This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.

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