General Provisions Relating to This Agreement Sample Clauses

General Provisions Relating to This Agreement. 8.1 As regards any date or period time shall be of the essence of this Agreement. 8.2 Each party undertakes to the other to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all parties the full benefit of this Agreement. 8.3 This Agreement shall be binding on and enure for the benefit of the successors of each of the parties and shall not be assignable. 8.4 The exercise of or failure to exercise any right or remedy in respect of any breach of this Agreement shall not, save as provided herein, constitute a waiver by such party of any other right or remedy it may have in respect of that breach. 8.5 Any right or remedy conferred by this Agreement on any party for breach of this Agreement (including without limitation the breach of any Warranties) shall be in addition and without prejudice to all other rights and remedies available to it in respect of that breach. 8.6 Any provision of this Agreement which is capable of being performed after Completion but which has not been performed at or before Completion and all Warranties shall remain in full force and effect notwithstanding Completion. 8.7 No variation of this Agreement shall be effective unless made in writing and signed by all of the parties. 8.8 This Agreement supersedes all and any previous agreements, arrangements or understanding among the parties relating to the matters referred to in this Agreement and all such previous agreements, arrangements or understanding (if any) shall cease and determine with effect from the date hereof. 8.9 If at any time any provision of this Agreement is or becomes illegal, void or unenforceable in any respect, the remaining provisions hereof shall in no way be affected or impaired thereby. 8.10 This Agreement may be executed by the parties hereto in any number of counterparts and on separate counterparts, each of which when so executed shall be deemed an original but all of which shall constitute one and the same instrument and is binding on all parties.
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General Provisions Relating to This Agreement. (a) The obligations of the Guarantor under this Agreement shall remain in full force and effect until each and all of such obligations shall have been fully discharged in accordance with the terms and provisions hereof. (b) This Agreement and the liability of the Guarantor hereunder, to the fullest extent permitted by Applicable Law, shall not be affected by and shall remain in full force and effect irrespective of: (i) the legality, validity, regularity, genuineness or enforceability, in whole or in part, of any document or agreement, including, without limitation, the Trust Agreement, the Operative Documents or any of them, or of any assignment (other than as contemplated by Section 2(a) hereof), amendment, modification, waiver or termination of the Trust Agreement; (ii) the transfer, assignment, subletting or mortgaging or the purported transfer, assignment, subletting or mortgaging of all or any part of the interest of any Person in the Aircraft; (iii) any failure of title with respect to the Aircraft; (iv) any merger or consolidation of any Person into or with any other Person or any sale, lease or transfer of any of the assets of any Person to any other Person; (v) an assignment or any change in the ownership of any partnership interest or shares of capital stock other than transfer permitted by Article 13 of the Purchase Agreement or by the Trust Agreement; or (vi) any other occurrence or circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against the Guarantor as a guarantor, including, without limitation, any defense arising out of any laws of the Republic of Finland or of the United States or any State thereof that would either exempt, modify or delay the due or punctual performance of the obligations of the Guarantor hereunder. (c) The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. (d) The obligations and liabilities of the Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected (i) by any setoff, defense or counterclaim that the Trust Company, the Owner Trustee or the Guarantor or any other Person may have or claim to have, at any time or from time to time (other than full payment or performance of the guaranteed obligations), or (ii) by the commencement by or against th...
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General Provisions Relating to This Agreement. In addition to the parties signing this Agreement, the Agreement shall be binding on the heirs, executors, administrators, distributors, successors, and assigns of the parties. Notwithstanding anything in this Agreement to the contrary, the provisions of sections 3, 4, 5, 7, 8, 12, 13 and 14 shall survive the termination of this Agreement. This Agreement represents the entire agreement among the parties and may not be amended or modified except in writing signed by the Facility and the Resident and/or the Responsible Party, except with respect to increases in charges as set forth in this Agreement and modifications required by changes in the law. Modifications to this Agreement necessitated by changes in statutory or regulatory requirements or their interpretations are deemed to become part of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement shall remain in full force and effect upon the Resident’s return to the Facility after the temporary transfer of the Resident to another facility for medical or surgical treatment or the Resident’s temporary absence from the Facility when the Facility is required to readmit the Resident under applicable law. The failure of any party to enforce any term of this Agreement or the waiver by any party of any breach of this Agreement will not prevent the subsequent enforcement of such term, and the party will not be deemed to have waived any subsequent breach of this Agreement. Should any provision of this Agreement be void or unenforceable, that provision shall be deemed omitted, and this Agreement with such other provision omitted shall remain in effect. Headings contained in this Agreement have been inserted for reference purposes only, and shall not be construed as part of this Agreement.
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General Provisions Relating to This Agreement 
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Related to General Provisions Relating to This Agreement

  • Special Provisions Relating to Euro Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the date hereof; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

  • Provisions Relating to Securitization (a) For so long as Citi or an Affiliate of Citi (the “Initial Note A-1 Holder”) is the owner of Note A-1, the Initial Note A-1 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of Note A-1 among other New A-1 Notes; reducing the Mortgage Interest Rates of such New A-1 Notes or severing the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same or a lower interest rate as the Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder holding the New A-1 Notes shall notify the parties to the Note A-2 PSA (if the Note A-2 PSA is different from the Note A-1 PSA), the Note A-3 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-1, (2) if Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a). (b) For so long as Ladder or an Affiliate of Ladder (the “Initial Note A-2 Holder”) is the owner of Note A-2, the Initial Note A-2 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of Note A-2 among other New A-2 Notes; reducing the Mortgage Interest Rates of such New A-2 Notes or severing the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same or a lower interest rate as the Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder holding the New A-2 Notes shall notify the parties to the Note A-1 PSA, the Note A-3 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-2, (2) if Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(b). (c) For so long as Citi or an Affiliate of Citi (the “Initial Note A-3 Holder”) is the owner of Note A-3, the Initial Note A-3 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-3 Notes”) reallocating the principal of Note A-3 among other New A-3 Notes; reducing the Mortgage Interest Rates of such New A-3 Notes or severing the Note A-3 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-3, provided that (i) the aggregate principal balance of the New A-3 Notes following such amendments is no greater than the principal balance of Note A-3 prior to such amendments, (ii) all New A-3 Notes continue to have the same or a lower interest rate as the Note A-3 prior to such amendments, (iii) all New A-3 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-3 Holder holding the New A-3 Notes shall notify the parties to the Note A-1 PSA, the Note A-2 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-3, (2) if Note A-3 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-3 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(c). (d) For so long as Ladder or an Affiliate of Ladder (the “Initial Note A-4A Holder”) is the owner of Note A-4A, the Initial Note A-4A Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-4A Notes”) reallocating the principal of Note A-4A among other New A-4A Notes; reducing the Mortgage Interest Rates of such New A-4A Notes or severing the Note A-4A into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-4A, provided that (i) the aggregate principal balance of the New A-4A Notes following such amendments is no greater than the principal balance of Note A-4A prior to such amendments, (ii) all New A-4A Notes continue to have the same or a lower interest rate as the Note A-4A prior to such amendments, (iii) all New A-4A Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-4A Holder holding the New A-4A Notes shall notify the parties to the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-4A, (2) if Note A-4A is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-4A Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(d).

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