Each of St. George and the Trust Manager, severally, agrees to indexxxxx xxx hold harmless each Underwriter and the Issuer Trustee, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Issuer Trustee may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement 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 not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus or the Final Prospectus 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 the light of the circumstances under which they were made, not misleading (other than, with respect to the Preliminary Prospectus, the blanks and other items identified in the Preliminary Prospectus as to be completed in the Final Prospectus), and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter or the Issuer Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither St.George nor the Trust Manager will be liable in any such xxxx xx the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to St.George or the Trust Manager by (i) any Underwriter through xxx Xepresentative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below or (ii) the Currency Swap Provider, for inclusion in each of the Preliminary Prospectus and the ...
Each of St. Xxxxxx and Xxxx agrees to forbear from exercising its Put Option during the present Put Exercise Period (as defined in the Amended VSA), in consideration of UAHC's agreement to postpone the Put Commencement Date until October 1, 2013, pursuant to Section 2 of this Fourth Amendment.
Each of St. Xxxxxx and Dove is willing to forbear from exercising its Put Option during the present “Put Exercise Period” (as defined in Section 5.1 of the Amended VSA), in exchange for UAHC’s agreement to postpone the Put Commencement Date, until October 1, 2014 (and either or both of St. Xxxxxx and Xxxx may exercise its Put Option during the Put Exercise Period commencing on such date), and with an expiration of March 30, 2015, provided that either or both of St. Xxxxxx and Dove may elect to accelerate the Put Commencement Date upon the occurrence of any one of certain events, as set forth in Section 3 of the Third Amendment; and
Each of St. Xxxxxx and Dove is willing to forbear from exercising its Put Option during the present “Put Exercise Period” (as defined in Section 5.1 of the Amended VSA) in exchange for UAHC’s agreement to postpone (again) the Put Commencement Date until October 1, 2012 (and either or both of St. Xxxxxx and Xxxx may exercise its Put Option during the Put Exercise Period commencing on such date), provided that either or both of St. Xxxxxx and Dove may elect to accelerate the Put Commencement Date upon the occurrence of any one of certain events;
Each of St. Paul xxx its Subsidiaries has the corporate power and authority to carry on its business as it is now being conducted and to own all its properties and assets; and St. Paul has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby.
Each of St. Paul xxx COFI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party=s Representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other may reasonably request. St. Paul xxxll also permit COFI or its environmental consultant, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, leased or used by St. Paul xx any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify St. Paul xxx all costs and expenses associated with returning the property to its previous condition. St. Paul xxxll provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, leased or used by St. Paul xx any of its Subsidiaries or upon which any of them has a Lien. COFI
Each of St. Xxx and Weeks covenant and agree that in the event that it or its Affiliates desires to contract with the Corporation for the provision of services outside of South Florida, (i) such contract shall be at market rates and (ii) if the service desired is development service, and if the development activity to which the provision of such service relates is deemed competitive, e.g. such development projects could reasonably be deemed to compete for tenants, with the other party's (i.e., Weeks or St. Xxx, as the case may be) existing or planned future activity as determined in such other party's sole discretion, it shall not contract with the Corporation without obtaining the prior written consent of the other party.
Each of St. Franxxx Xxxel Corporation and St. Franxxx Xxxel Partnership has the corporate or partnership power and authority to execute, deliver and perform this Agreement, the other Restructuring Documents and all other agreements or documents executed or to be executed by it in connection herewith or therewith, and has taken all necessary corporate or partnership action to authorize the execution, delivery and performance of this Agreement, the other Restructuring Documents and all other agreements or documents executed or to be executed by it in connection herewith or therewith. No consent or authorization of, filing with or other act by or in respect of any governmental authority or any other person or entity (except as heretofore
