Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of their controlled affiliates hereby: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement, the Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereto irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter, agreement or document relating to the Financing, (c) agrees not to bring or support or permit the Company or any of the Company Subsidiaries or their affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity in any way arising out of or relating to, this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, the Company Subsidiaries and their controlled affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 9.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Entities in any way arising out of or relating to, this Agreem...
Financing Entities. Each Financing Entity shall have access to the Work in the same manner and to the same extent as Owner Personnel under this Article 6 (Access to Work). ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Financing Entities. Subject to the provisions of Article 7, each Financing Entity shall have escorted access to the Work in the same manner and to the same extent as MSV consultants and agents under this Article 8, provided such entities sign confidentiality agreements no less stringent than the terms provided in Article 29.
Financing Entities. Subject to the provisions of Article 7, each Financing Entity shall have access to the Work in the same manner and to the same extent as Purchaser consultants and agents under this Article 8.
Financing Entities. Subject to the provisions of Article 7, and compliance with Contractor’s normal and customary safety and security regulations and practices of which Purchaser has received prior written notice, each Financing Entity shall have access to the Work in the same manner and to the same extent as Purchaser’s consultants and agents under this Article 8.
Financing Entities. (a) GUSAP's business shall be restricted solely to operating a group financing business to provide financing to the Company, the other Credit Parties and certain of their Affiliates, to borrowing under the 144A Transaction and under this Agreement, to making Investments (otherwise permitted herein), and to making Investments in the Equity of GUSA existing on the date hereof and disclosed on Schedule 5.19 and Investments in NSULC, together with such ancillary activities which are necessary or desirable to operate such business. GUSAP shall not own, lease, license or otherwise have the right to use any Property, other than (1) Investments in NSULC, (2) Investments in GUSA existing on the date hereof, (3) the GUSAP Payment Account, the other deposit accounts listed as being owned by GUSAP on Schedule 7.18, and such other deposit accounts as the Administrative Agent shall have consented to in writing, (4) Investments permitted by clauses (b), (c), (d), (e) (f) and (h) of Section 7.6 having an aggregate value at any one time together with Investments by PASUG pursuant to 6.11(c)(1)(ii) not in excess of $20,000,000, (5) funds held by GUSAP and raised by equity, from the Lenders or from the holders of the 144A Notes, in each case promptly invested in NSULC, and (6) other funds to the extent necessary to pay expenses that relate solely to the 144A Notes or this Agreement or to maintaining the existence of the Company (including its reasonable share of legal, accounting and administrative expenses relating thereto). GUSAP shall not incur or suffer to exist any liabilities or obligations to any Person, other than to the Lenders in respect of the Loans, to the holders of the 144A Notes in respect of amounts owing thereunder, Indebtedness owing to other Credit Parties as set forth on Schedule 5.26 hereof, liabilities for Taxes, and liabilities for its share of fees and expenses that directly relate to its Investment in NSULC and its borrowing under the 144A Notes and hereunder (including its reasonable share of legal, accounting and administrative expenses relating thereto). GUSAP shall remain Solvent at all times during the term of this Agreement, and shall maintain sufficient cash to pay its expenses and obligations as they come due. GUSAP shall not incur or permit to exist any Liens on any of its Properties, other than Liens permitted under Section 7.3(a), (b), (c) or (l). Upon receipt by GUSAP of any Equity Distribution from NSULC in the GUSAP Payment Account, GUS...
Financing Entities. The holders of, and the agents or trustees representing the holders of, any debt, lease, or equity financing for or secured by the Project, and the independent engineer representing such holders or agents or trustees. The term “Financing Entities” includes, for the avoidance of doubt, any Person or Persons that own the Project and lease the Project to Owner or an Affiliate of Owner, as applicable, under a lease, sale leaseback or synthetic lease structure, or the Person or Persons providing letters or letters of credit or other guarantees or insurance in support of any such debt, lease or equity financing or providing any other letters of credit in connection with the construction or development of the Project.
Financing Entities. 118 Section 6.12 Fixed Charge Coverage Ratio; Minimum Availability............................................120 ARTICLE 7 NEGATIVE COVENANTS Section 7.1 [Intentionally Deleted.].....................................................................121 Section 7.2 Indebtedness.................................................................................121 Section 7.3 Liens........................................................................................123 Section 7.4 Mergers, Sales, Etc..........................................................................124 Section 7.5 Equity Distributions.........................................................................125 Section 7.6 Investments, Loans, etc......................................................................126 Section 7.7 Sales and Leasebacks.........................................................................127 Section 7.8 Nature of Business...........................................................................128 Section 7.9 ERISA/Pension Compliance.....................................................................128 -iii- TABLE OF CONTENTS (CONTINUED)
Financing Entities. In connection with the issuance of income preferred securities or other securities authorized in this proceeding or pursuant to an applicable exemption, the Applicants seek authorization to organize new corporations, trusts, partnerships or other entities created for the purpose of facilitating such financings. Request is also made for these financing entities to issue such securities to third parties in the event such transactions involving financing by the Applicants are not exempt pursuant to Rule 52, including authorization with respect to (i) the issuance of debentures or other evidences of indebtedness by any of the Applicants to a financing entity in return
Financing Entities. Subject to the provisions of Article 22, each Financing Entity shall have escorted access to the Work in the same manner and to the same extent as TerreStar personnel under Article 12.B and Article 12.C.
