Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, on behalf of itself, its Subsidiaries and each of its 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, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, 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 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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its 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 Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is g...
Financing Parties. REQUIREMENTS The Design-Builder acknowledges that the Owner or an affiliate thereof may borrow certain funds from the Financing Parties for the construction of the Project and that, as a condition to making loans to the Owner or such affiliate, the Financing Parties may from time to time require certain documents from, and agreements by, the Design-Builder. In connection therewith, the Design-Builder agrees to furnish to the Financing Parties such written information, certificates, copies of invoices and receipts, lien waivers and other like documents as the Financing Parties may reasonably request. Upon the request of the Financing Parties (but in connection with the occurrence of the financial closing), the Design-Builder shall state in writing whether or not it is satisfied with Owner's performance to that date. Without limiting the generality of the foregoing, the Design-Builder shall execute, on or before financial closing, a consent and a legal opinion (it being acknowledged that such legal opinion shall address the due organization of the Design-Builder, the due authorization, execution and delivery of this Agreement and the enforceability of this Agreement against the Design-Builder) reasonably satisfactory to the Design-Builder and the Financing Parties.
Financing Parties. Sublessee understands and acknowledges that: (a) the Sublessor is party to the Head Lease whereby it leases the Aircraft from the Head Lessor; (b) the Aircraft may be subject to one or more security interests from time to time as the result of Head Lessor, Owner Participant or an Affiliate of Head Lessor or Owner Participant borrowing funds from one or more Financing Parties, and (c) as a result, Head Lessor may be required to collaterally assign part or all of its interest in the Aircraft and in and under this Agreement to secure the performance of its repayment and other obligations owing to the Financing Parties. Sublessee agrees that, upon the written direction of Sublessor and provided that reasonable notice has been provided, it will consent to any such collateral assignment of Head Lessor’s or Sublessor’s rights under this Agreement if such collateral assignment is in form and substance satisfactory to Sublessee acting reasonably, except that Sublessor will reimburse Sublessee for any reasonable and documented out-of-pocket expenses associated with complying with this Section 20.11 (including Sublessee’s attorney’s fees) and such collateral assignment will not increase Sublessee’s obligations or reduce Sublessee’s rights under this Agreement or under the ATSA. Head Lessor, Owner Participant and any Financing Parties shall be third party beneficiaries of the terms of this Sublease.
Financing Parties. The Xxxxx Company may assign its rights hereunder to the Financing Parties, as collateral security for its obligations under the Financing Documents, but otherwise shall not assign its rights hereunder without the prior written consent of Xxxxx R&M and the Financing Parties. Xxxxx R&M hereby expressly authorizes the Financing Parties, or the Collateral Trustee acting on behalf of the Financing Parties, as a secured party, to exercise all rights of the Xxxxx Company under this Services and Supply Agreement and to subsequently assign such rights in connection therewith.
Financing Parties. Section 3.7
Financing Parties. The Parties acknowledge that the development of the Plant is to be funded in part by loans from third-party lenders that are not parties to this Agreement (“Financing Parties”). In the event the Financing Parties request any changes to this Agreement, the Parties agree to negotiate in good faith to accommodate the Financing Parties’ requests.
Financing Parties. Subtenant acknowledges that in order to finance the Solar Operations, Tenant may enter into contracts with various financing parties, including without limitation, lenders, banks and tax equity investors (collectively, “Financing Parties” and each a “Financing Party”). Tenant may mortgage, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in the Subleased Premises. Subtenant agrees to cooperate with Tenant and any of its Financing Parties. Subtenant, at no cost thereto, shall execute and deliver all documents reasonably requested by a Financing Party in a form satisfactory to Tenant, Subtenant and Financing Party.
Financing Parties. Any and all lenders and equity investors, other than the Guarantor(s), or any person affiliated therewith, providing construction financing or permanent financing (including refinancing) for the Facility and any and all nominees, trustees and collateral agents associated therewith. For purposes of any notices herein required to be delivered by HELCO to the Financing Parties, it shall be sufficient for HELCO to deliver such notices to the party designated under the Financing Documents as the collateral agent, agent, trustee or nominee for such Financing Parties.
Financing Parties. Seller agrees to require the original Financing Parties (if any) and any additional or substitute Financing Parties (if any) to become parties to such documentation as is reasonably necessary to give effect to this Section 3.1(E) (Company Security Documents).
