Miscellaneous Undertakings. From the date of this Agreement until the earlier of (i) the Closing or (ii) the termination of this Agreement, the Seller agrees that it will not, directly or through any representative, solicit, engage in any discussions relating to, or accept any other offers for the acquisition or other disposition of Company.
Miscellaneous Undertakings. Company, at its sole cost and expense, agrees to pay within thirty (30) days of City's demand, all expenses, including, without limitation, attorneys' fees and court costs, incurred by City in connection with the enforcement of any of the security interests granted under this Agreement.
Miscellaneous Undertakings. 18.15.1 Sempra Energy covenants and agrees that, during the term of this Agreement, SC, SEH VII and any subsidiary transferee acquiring any interest in the Partnership pursuant to Clause 4.7 shall continue to be wholly-owned subsidiaries of Sempra Energy unless such Person ceases to be a Member in accordance with this Agreement or RBS otherwise agrees in writing.
18.15.2 RBS covenants and agrees that, during the term of this Agreement, any subsidiary transferee acquiring any interest in the Partnership pursuant to Clause 4.7 shall continue to be a wholly-owned subsidiary of RBS unless such Person ceases to be a Member in accordance with this Agreement or Sempra Energy otherwise agrees in writing.
18.15.3 In the event of any actual or proposed change in Applicable Laws relating to Tax which has had or is likely to have a material adverse impact on any Sempra Member and RBS, the Members shall negotiate in good faith to make such changes or modifications to this Agreement, the Commodities Trading Activities Master Agreement or any other agreement entered into in furtherance of the transactions contemplated hereby or thereby as may be necessary or desirable to avoid or mitigate the above-mentioned adverse impact without altering the overall economic terms contemplated by this Agreement.
Miscellaneous Undertakings. Guarantor, at its sole cost and expense, agrees to:
(a) pay all reasonable expenses, including without limitation, reasonable attorneys' fees and court costs to the fullest extent permitted by Governing Law (as hereinafter defined), actually incurred by Bank in connection with the creation, perfection, preservation, or enforcement of the Security Interest, the defense of the Collateral, or the exercise by Bank of any of the rights, powers or remedies granted to Bank under this Agreement, by law or otherwise; or
(b) reimburse Bank within ten (10) days of Bank's demand for any reasonable expense incurred by Bank pursuant to the foregoing authorization, together with interest thereon at a rate equal to the lesser of (i) the three (3) month LIBOR Rate, in effect from time to time, plus six hundred (600) basis points, or (ii) the highest non-usurious rate of interest permitted by Governing Law, from the date that any such expense is incurred, until reimbursed.
Miscellaneous Undertakings. In addition to Borrower's undertakings -------------------------- under the other Loan Documents, Borrower, at its sole cost and expense, agrees to pay within fifteen (15) days of Lender's demand, all expenses, including without limitation, reasonable attorneys' fees and court costs, incurred by Lender in connection with the creation, perfection, preservation or enforcement of any of the security interests granted under this Agreement.
Miscellaneous Undertakings. 44 10.13 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 10.14 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 10.15 Materiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Miscellaneous Undertakings. Debtor, at its sole cost and expense, agrees to:
(a) pay, discharge and perform all obligations secured by this Security Agreement when due; and
(b) pay all expenses, including without limitation attorneys' fees and court costs, incurred by Secured
Miscellaneous Undertakings. Debtor, at its sole cost and expense, agrees to:
(a) pay, discharge and perform all obligations secured by this Security Agreement when due; and
(b) pay all expenses, including without limitation attorneys' fees and court costs, incurred by Secured Party in connection with the creation, perfection, preservation, or enforcement of any of the security interests granted under this Security Agreement, the defense of the Collateral or the exercise by Secured Party of the rights, powers or remedies granted to Secured Party under this Security Agreement, by law or otherwise.
Miscellaneous Undertakings. All costs pertaining to loan agreements and the consequences thereof shall be borne by the Borrower, likewise all the costs arising out of the constitution and where applicable the extension or the withdrawal of guarantees, and also the costs engendered by the obligation of providing information on an annual basis to guarantors. The cost of the guarantees listed in the special terms and conditions of agreements is merely an assessment, which is provided for information purposes, and no undertaking on the part of the Bank is made. The Borrower undertakes to repay to the Bank, along with interest at the loan rate which then applies, from the date of the advance, all costs and disbursements that the Bank shall have advanced to ensure a guarantee as regards and the repayment of sums due and for the preservation of the goods that were financed in a good condition, and also as regards the issuance of supporting documents in this respect. All of the payments in respect of the principal sum, interest and ancillaries shall take place at the Bank’s head office, without any costs for said latter or offsetting. The Borrower authorizes the Bank to carry out the deduction of any and all sums as regards the principal sum, interest, any insurance premiums or contributions, administration charges and other ancillaries, agreed under the terms of agreements, by means of debiting the current account open in the name of any howsoever of the borrowers at the Bank. The Borrower undertakes to have a sufficient balance amount in its current account such that the application of deductions at their respective due dates is covered, and to carry out lodgments which equate to a significant proportion of the turnover handled thereby, in relation to the extent of the various items of financial assistance which may be granted thereto by the Bank. By express agreement between the Borrower and the Bank, all of the lodgments made to the current accounts open in the name of the Borrower shall in priority and by preference be assigned to the repayment of the debt arising out of the present agreement notwithstanding any and all special assignment clause in respect of said lodgments. Evidence of the granting of credits and also that of repayments and of any and all payments pertaining thereto, shall arise out of entries made by the Bank. The Borrower shall bear any and all charges and taxes which may affect the financial assistance, before they are repaid in full, in addition to the agreed payme...
Miscellaneous Undertakings. 18.15.1 Sempra Energy covenants and agrees that, during the term of this Agreement, SG, SETI and any subsidiary transferee acquiring any interest in the Partnership pursuant to Clause 4.7 shall continue to be wholly-owned subsidiaries of Sempra Energy unless such Person ceases to be a Member in accordance with this Agreement or RBS otherwise agrees in writing.