Common use of Condition Subsequent Clause in Contracts

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered to the Buyer as soon as practicable after Completion, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered obligation of the Lender to continue to make Advances, or otherwise extend credit under the Credit Agreement, is subject to the Buyer as soon as practicable after Completiondelivery, together with a calculation on or before April 30, 2003, by the Borrower to the Lender of evidence, in form and substance satisfactory to the Lender in its sole discretion, of the adjustment receipt by the Borrower of no less than: (a) an additional $400,000 as cash proceeds of a loan or equity contribution made to the Purchase Price required under Clause 5.2Borrower by Health Holdings and Botanicals, LLC (“HHB”) together with, in accordance with Schedule 3. 8.2 The Buyer shall procure the release event such funds are received as a loan, an amendment and restatement of the Existing Guarantee subordination agreement previously executed by HHB for the benefit of the Lender, duly executed by HHB and in accordance with form and substance satisfactory to the Lender in its sole discretion (the “New Subordination Agreement”) and (b) an additional $50,000 as cash proceeds of a loan or equity contribution made to the Borrower by Xxxxx X. Xxxx (“Xxxx”) together with, in the event such funds are received as a loan, the New Subordination Agreement duly executed by Weil; provided, however, if such funds are received in the form of a cash equity contribution, Schedule 37.2 to the Credit Agreement (as amended by this Amendment) shall not be deemed to include any indebtedness owed to HHB or Weil, and which indebtedness shall therefore not be permitted under the Seller shall provide all assistance reasonably requested terms of the Credit Agreement. Furthermore, the failure by the Buyer Borrower to fulfill the terms of this Section 6 shall constitute an Event of Default. Without in any way limiting any provision of the Credit Agreement, the Borrower understands and agrees that any additional indebtedness incurred by the Borrower in connection with such release that certain Loan Agreement, dated on or about April, 2003, among the Borrower, HHB and Weil and providing for advances of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent up to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity $750,000, shall not cover the Seller be considered permitted indebtedness except as expressly set forth on Schedule 7.2 (as amended) and only to the extent that the Lender has received a claim under it results subordination agreement from the Seller’s negligence proposed holder of such indebtedness or wilful misconduct. 8.5 If any third a joinder agreement under which such holder becomes a party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the BuyerNew Subordination Agreement, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liabilityeither case, agreement or compromise in relation form and substance satisfactory to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the ClaimLender. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.

Condition Subsequent. 8.1 The Seller (a) Not later than 5:00pm Eastern Time on August 14, 2019, the Borrower shall procure that Completion Accounts are delivered deliver evidence satisfactory to the Buyer as soon as practicable after Completion, together with a calculation of Agent and Lenders that the adjustment to the Purchase Price required under Clause 5.2, Roll Up has been consummated in accordance with Schedule 3.the following: 8.2 The Buyer (i) On or prior to August 12, 2019, the Agent shall procure have entered into escrow arrangements satisfactory to it with Fidelity National Title Insurance Company (the release “Title Company”) pursuant to which the Agent will wire to the Title Company proceeds of certain Loans requested to be made on the Existing Guarantee Closing Date to be held by the Title Company as escrow agent and disbursed to fund certain fees, costs and expenses related to the Roll Up in accordance with Schedule 3such escrow arrangements and this §8.16(a); (ii) Prior to the Title Company making any disbursement of Loan proceeds, the Agent shall have received evidence satisfactory to it that all conditions to the effectiveness of the Roll Up transactions (other than payment of any amounts to be made with proceeds of the Loans) with respect to Real Estate constituting at least 75% of the Borrowing Base Availability calculated as of the Closing Date (assuming completion of the Roll Up) shall have been satisfied such that after receipt by the applicable mortgage lender of such funds and performance by such lender of certain administrative or ministerial tasks related thereto, the Borrower may consummate the Roll Up transactions with respect to such Real Estate; (iii) Prior to the Title Company making a disbursement of Loan proceeds with respect to any particular Real Estate, (x) the Agent shall have received evidence satisfactory to it that all conditions to the effectiveness of the Roll Up transactions with respect to such Real Estate (other than payment of any amounts to be made with proceeds of the Loans) shall have been satisfied such that after receipt by the applicable mortgage lender of such funds and performance by such lender of certain administrative or ministerial tasks related thereto, the Borrower may consummate the Roll Up transactions with respect to such Real Estate and (y) the Agent shall have received and approved the settlement statement detailing the amounts to be paid by the Title Company in respect of the Roll Up of such Real Estate; (iv) Prior to the completion of the Roll Up, without the Agent’s express prior written consent, the Title Company shall not disburse any proceeds of the Loans to reimburse the Hertz Investment Group for costs related to the Roll Up or to make any contribution to the BVI Entities; and (v) The Title Company shall at all times hold in escrow, for the benefit of the Agent and the Seller shall provide all assistance reasonably requested Lenders, any portion of the Loan proceeds delivered to it by the Buyer Agent that has not been disbursed to fund any Roll Up transactions as set forth in connection with such release of the Existing Guarantee (at the Buyer’s sole expensethis §8.16(a). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) To the extent that the Borrower has not make any admission consummated the Roll Up in full by 5:00 p.m. Eastern Time on August 14, 2019, the Borrower shall at such time, upon request of liabilityAgent, agreement or compromise in relation deliver to the Claim without Agent an updated Compliance Certificate calculating compliance with the prior written consent financial covenants in §9 based only on the Real Estate that is then actually owned by the Borrower and its Subsidiaries pursuant to the Roll Up and if the Borrower is not then in compliance with such financial covenants, (x) the Lenders shall not be obligated to fund any Loans or issue any Letters of Credit thereafter, (y) the Agent may direct the Title Company to return to the Agent any portion of the Buyer Loan proceeds previously delivered to the Title Company and apply any such funds to repay the Loans and (such consent not z) the Agent may, upon notice to be unreasonably conditionedthe Borrower, withheld or delayed); (cdeclare an immediate Event of Default or, at its option, require that Borrower make a mandatory prepayment under Section 3.2(a) give in an amount necessary to bring the Buyer Loans into compliance with the financial covenants in §9 based only on the Real Estate that is then actually owned by the Borrower and its professional advisers access at reasonable times (on reasonable prior notice) Subsidiaries pursuant to its premises and its officers, directors, employees, agents, representatives or advisersthe Roll Up, and to any relevant assets, accounts, documents and records within the power or control Commitments shall be reduced pro rata in accordance with their respective Commitment Percentages of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claimamount prepaid. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.

Condition Subsequent. 8.1 The Seller This Amendment shall procure automatically be null and void and of no further force and effect on the date (the “Termination Date”) that Completion Accounts are delivered is 28 days (as computed pursuant to Rule 9006(a) of the Federal Rules of Bankruptcy Procedure) following the Effective Date, unless (I) the Bankruptcy Court shall have entered, prior to such date, one or more orders reasonably satisfactory in form and substance to the Buyer Administrative Agent authorizing (A) this Amendment (it being understood and agreed by the parties hereto that such approval is not required for this Amendment to become effective, but will be sought by the Borrower solely for the avoidance of doubt), (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fee Letter (the “Fee Letter”) dated as soon as practicable after Completionof January 28, together with a calculation 2009, (C) the payment by the Borrower of the adjustment Amendment Fees (as defined below), (D) the GM-Delphi Agreement Third Amendment (the Borrower hereby representing that it is understood and agreed between GM and the Borrower that such approval is not required for the GM-Delphi Agreement Third Amendment to become effective, but will be sought by the Borrower solely for the avoidance of doubt) and (E) the GM-Delphi Pull-Forward Agreement First Amendment (the Borrower hereby representing that it is understood and agreed between GM and the Borrower that such approval is not required for the GM-Delphi Pull-Forward Agreement First Amendment to become effective, but will be sought by the Borrower solely for the avoidance of doubt), and such order or orders shall not have been reversed or vacated, and shall not be stayed (other than as contemplated by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure) on such day, and (II) the Borrower shall have paid (A) to the Purchase Price required under Clause 5.2Administrative Agent all fees referred to herein or in the Fee Letter, (B) to each Participant Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 12:00 p.m. (New York City time) on January 30, 2009, an amendment fee in an amount equal to 75 basis points of the Tranche A Total Commitment Usage, Tranche B Loans and Tranche C Loans of each such Participant Lender as of the Effective Date (the “Amendment Fees”) and (C) all invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Loan Documents in accordance with Schedule 3. 8.2 The Buyer shall procure the release Section 10.05 of the Existing Guarantee Credit Agreement; provided, however, that in accordance with Schedule 3the event the condition set forth in clause (I) of this Section 4 has been timely satisfied, but the order authorizing the payment of fees referred to in subsections (B) and (C) of such clause (I) has not become effective solely due to the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release denial of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release Bankruptcy Court of the Existing Guarantee as Borrower’s request for a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal feeswaiver of the stay imposed by Rule 6004(h) suffered or incurred by of the Seller arising out Federal Rules of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity Bankruptcy Procedure, the Termination Date shall not cover be the Seller to date that is 28 days following the extent Effective Date but shall instead be the date that a claim is one Business Day after the tenth day (as such ten-day period is determined under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (aRule 6004(h) as soon as reasonably practicable, give written notice of the Claim to Federal Rules of Bankruptcy Procedure) after the BuyerBankruptcy Court enters such order, specifying unless the nature Borrower shall have satisfied the condition set forth in clause (II) of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (this Section 4 by such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claimdate. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.

Condition Subsequent. 8.1 The Seller 4.1. Each of PLI, PI, CyberEd and TeachMaster agrees to deliver to the Agent, and agrees that any failure to do so within 30 days of the date of this Amendment, shall procure constitute an Event of Default under the Credit Agreement, a copy of the resolutions of the Board of Directors of each Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that Completion Accounts are there has been no amendment to the Certificate of Incorporation or Bylaws of such Borrower since true and accurate copies of the same were delivered to the Buyer as soon as practicable after Completion, together Agent with a calculation certificate of the adjustment to the Purchase Price required under Clause 5.2Secretary of such Borrower dated December 19, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 32001, and the Seller shall provide all assistance reasonably requested (ii) identifying each officer of such Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Buyer such Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such release of the Existing Guarantee (at the Buyer’s sole expense)officer's signature and such officer's incumbency in such offices as such officer holds. 8.3 The Buyer 4.2. NetSchools agrees to deliver the following documents to the Agent, and agrees that any failure to do so within 30 days of this Amendment shall indemnify the Seller against any claim made constitute an Event of Default under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly)Credit Agreement. 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail;A Security Agreement duly executed by NetSchools. (b) not make any admission Current searches of liabilityappropriate filing offices showing that no state or federal tax liens have been filed and remain in effect against NetSchools, agreement and that no financing statements or compromise other notifications or filings have been filed and remain in relation to effect against NetSchools, other than those for which the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditionedAgent has received an appropriate release, withheld termination or delayed);satisfaction or those permitted in accordance with Section 6.1. (c) give A copy of the Buyer resolutions of the Board of Directors of NetSchools authorizing the execution, delivery and performance of this Amendment and the Joinder Agreement certified as true and accurate by its professional advisers access at reasonable times Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (on reasonable prior noticei) to its premises certifying that the attached copies of the Certificate of Incorporation or Bylaws of NetSchools are true and its officers, directors, employees, agents, representatives or advisersaccurate copies of the same, and (ii) identifying each officer of NetSchools authorized to any relevant assetsexecute this Amendment, accountsthe Joinder Agreement and the Amendment Documents, documents and records within the power or control of the Seller, so certifying as to enable the Buyer specimens of such officer's signature and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; andsuch officer's incumbency in such offices as such officer holds. (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect Certificates of the payment is insurance required under the same Security Agreement, naming the Agent, as it would have been were the payment not subject to taxcollateral agent for all Banks, as loss payee thereunder, together with an acceptable lender's loss payable endorsement.

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered to 4.6.1 Within the Buyer as soon as practicable after Completiontime periods specified in the TM Licence Agreement, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3Company shall, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as Purchaser shall ensure that the net receiptCompany shall have changed its name officially and in accordance with Applicable Law so as to remove all references to the word/ xxxx “Stoneridge” therefrom and completely stopped using the word/xxxx “Stoneridge” except as may be expressly permitted in the Transaction Documents. In the event that the Company is unable to do so within such timeframe as prescribed, then at the request of the Company, the Parties may agree to extended timelines, as mutually agreeable, for such changes to be effected. Provided that the Company shall, and the Purchaser shall ensure that the Company shall, change its email address, web domain and homepage to eliminate and remove “Stoneridge” within 30 (thirty) days from the Closing Date. 4.6.2 The Company shall, after taxthe Closing, within the period prescribed under the Applicable Law, file with the Registrar of Companies of Delhi and Haryana all requisite forms including Form DIR-12 in relation to resignation of the Seller Nominee Directors as per Clause 1.4 of Schedule 1 and provide the Seller with receipts received from the Registrar of Companies in respect of the payment filings so made. 4.6.3 The Purchaser shall, within 5 (five) Business Days of the Closing, file Form FC-TRS under the Exchange Control Regulations in respect of the purchase of the Sale Shares by the Purchaser and shall share the online application number generated at the time of submission of Form FC-TRS with the Seller for its records. 4.6.4 The Parties shall provide all necessary support and assistance as may be required by the Company post-Closing, including in relation to filings as may be required with Governmental Authorities and/ or sending intimations to third parties for withdrawal of all authorities/ powers/ duties delegated to any Person who is a representative of the same as it would have been were the payment not subject to taxSeller.

Condition Subsequent. 8.1 The Seller condition subsequent set forth in Section 16 is not satisfied on the Closing Date; then, and in any such event, and at any time thereafter, if any Event of Default shall procure that Completion Accounts are delivered then be continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Buyer as soon as practicable after CompletionBorrower, together with a calculation take any or all of the adjustment following actions, without prejudice to the Purchase Price required under Clause 5.2rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (PROVIDED that, if an Event of Default specified in Section 12.5 shall occur with respect to Holdings, the Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with Schedule 3. 8.2 The Buyer shall procure its terms; and/or (iv) direct the release of the Existing Guarantee in accordance with Schedule 3, Borrower to pay (and the Seller shall provide all assistance reasonably requested by Borrower agrees that upon receipt of such notice, or upon the Buyer occurrence of an Event of Default specified in connection Section 12.5 with such release of respect to the Existing Guarantee (Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release Administrative Agent's Office such additional amounts of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses cash, to be itemised accordingly). 8.4 This indemnity shall not cover held as security for the Seller Borrower's respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the extent that a claim under it results from the Seller’s negligence or wilful misconductaggregate Stated Amount of all Letters of Credit issued and then outstanding. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.