Indirect Action. The parties agree that it is of the essence of their mutual agreement as embodied herein that none of them shall attempt to do indirectly what they could not do directly hereunder, through the use of affiliates, reciprocal business dealings or any other means.
Indirect Action. Where any provision hereof refers to action to be taken by any person or party, or which such person or party is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such person or party.
Indirect Action. Unless otherwise expressly stated, if a Party may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Party but is intended to have substantially the same effects as the prohibited action.
Indirect Action. Each Member agrees that it is of the essence to this Agreement that no Member be permitted to do indirectly - by the use of Affiliates, agents, agreements, contracts, reciprocal business dealings or any other means - that which such Member has herein agreed not to do directly. Furthermore, it is the express intent of all Members that all Members shall comply in all respects with the substantive purposes of this Agreement and that technical compliance shall constitute a breach hereof to the extent that it contravenes or does not fully achieve such substantive purposes.
Indirect Action. (a) It is of the essence to this Agreement that no Member nor the Sponsor be permitted to do indirectly — by the use of Affiliates, agents, agreements, contracts, reciprocal business dealings or any other means — that which this Agreement provides that such Member or the Sponsor not do directly. Furthermore, it is the express intent of all Members and the Sponsor that all Members and the Sponsor shall comply in all respects with the substantive purposes of this Agreement and that technical compliance shall constitute a breach hereof to the extent that it contravenes or does not fully achieve such substantive purposes.
(b) The prohibition on indirect action in Section 8.17(a) shall in no respect be deemed to be violated by the Sponsor causing the Platform to pay the expenses of the type enumerated in Article VI.
Indirect Action. (i) Company shall defend, indemnify and hold Lincare harmless from, against, and in respect of, any and all claims, demands, lawsuits, proceedings, losses, obligations, assessments, fines, penalties, administrative or judicial orders, costs, expenses, liabilities and damages, including interest, penalties and reasonable attorneys’ fees (singly the “Claim” and collectively the “Claims”) Lincare may incur from a third party, which arise or result from or relate to: (1) Company’s breach of, or failure to perform, any of their respective representations, warranties, covenants, obligations, liabilities, commitments or agreements under this Agreement (including, without limitation, any misrepresentation in, or omission from, any schedule, exhibit, statement, certificate, writing, list, instrument or report or other document furnished or to be furnished pursuant to this Agreement; (2) Lincare’s being required to assume or discharge any of the Excluded Liabilities or Company’s operation of the Business prior to the Closing; or (3) Lincare’s being required to assume or discharge by operation of law any debt, liability or obligation of Company, including, but not limited to, any liability or obligation arising under any federal, state or local bulk sales, bulk transfer or fraudulent conveyance law.
(ii) Lincare shall defend, indemnify and hold Company harmless from, against, and in respect of, any and all Claims Company may incur from a third party, which arise or result from or relate to: (1) Lincare’s breach of, or its failure to perform, any of its representations, warranties, covenants, obligations, liabilities, commitments or agreements under this Agreement (including, without limitation, any misrepresentation in, or omission from, any statement, certificate, writing, list, instrument or report or other document furnished or to be furnished pursuant to this Agreement); or (2) Company’s being required to assume or discharge any of the Accepted Liabilities or Lincare’s operation of the Business from and after the Closing.
(iii) With respect to any Claim brought by a third party which may give rise to indemnification under Sections 7.1(a)(i) or (ii) of this Agreement from an indemnitor (“Indemnitor”) to an indemnified party (“Indemnified Party”), the following procedure shall be followed:
(1) Promptly after the assertion of any Claim by a third party, the Indemnified Party shall notify the Indemnitor in writing of such Claim. The notice shall specify the facts the...
Indirect Action. Each of NTELOS and Wireline shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed indirectly by such Party or by the NTELOS Group or the Wireline Group, respectively.
Indirect Action. 53 SCHEDULES...................................................................55 EXHIBITS....................................................................56
Indirect Action. 30 Section 21.17 Survival..............................................................................30
Indirect Action. 30 Section 21.17 Survival............................................30 ARTICLE XXII Amendment.....................................................31 Section 22.1 Amendment...........................................31 This Limited Liability Company Agreement (the "Agreement") of Oppenheimxx Xxxxxx Xvent-Linked Bond Fund, LLC (the "Company"), dated as of May 21, 2008, is entered into by and among William L. Xxxxxxxxx, Xxxxxx C. Xxxxx, Xxxxxx L. Xxxxxxx, Xxx X. Foxxxx, Xxx Xxxedxxx, Xxxxxxx F. Xxxxxxx, Xxxxxxx L. Xxxxxxxx, Xxxxxx J. Xxxxxx, X. Xxxxiax Xxxxxxxx Xx. and John V. Mxxxxx xx xxx Xirectors of the Company, OppenheimerFunds, Inc., as the Organizational Member of the Company ("OFI"), and each person admitted from time to time as a member pursuant to Article XI (each individually a "Member" and collectively, the "Members").
