Payment for Securities Sold, etc In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.
Payment for Securities (a) Payment for the Securities in the amount of the Subscription Amount (less any amounts that the Subscriber elects to net against such amount pursuant to the terms of the Side Letter, dated as of the date of the Closing, between the Company, the Subscriber and the other parties thereto) shall be received by the Company from the Subscriber by wire transfer of immediately available funds to the account below prior to the Closing (such account, the “Company Account”). Such payment shall be received into the Company Account no later than December 22, 2011, or such other date thereafter as the Company may designate in writing. Wire Instructions: Bank: HSBC Bank USA 000 0xx Xxxxxx Xxx Xxxx, XX 00000 X.X.X. Swift Address: MRMD US33 Further Credit: HSBC Bank Bermuda Limited Head Office, Front Street Xxxxxxxx XX 11 Bermuda SWIFT: BBDA BMHM Final Credit: Third Point Reinsurance Ltd. Account No.: 000-000000-000 USD
(b) If this Agreement is terminated in accordance with its terms prior to the Closing and the Subscriber has transferred the Subscription Amount into the Company Account pursuant to Section 3(a), then the Company shall, immediately following such termination, return to the Subscriber the Subscription Amount.
(c) At the Closing, the Company shall deliver certificates representing the Securities to the Subscriber bearing the legend set forth in Section 10. Following the Closing, the Company shall deliver to the Subscriber executed copies of all Transaction Documents at the address provided in Exhibit B.
Payment for Securities Sold In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.
Payment for Securities Surrender of Certificates (a) Paying Agent
Grant of Security As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”):
(i) the Patents and Patent applications set forth in Schedule A hereto;
(ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby;
(iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto;
(iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and
(vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.
Creation of Security (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above.
(b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions.
(c) As used herein, a “Transferee” shall be a person who (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement).
(d) At the request of the Company, delivered to the GOB not less than 30 (thirty) Days in advance, the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing.
E7 Security The Authority shall be responsible for maintaining the security of the Authority premises in accordance with its standard security requirements. The Contractor shall comply with all security requirements of the Authority while on the Authority premises, and shall ensure that all Staff comply with such requirements.
No Manipulation of Market for Securities The Fund will not (a) take, directly or indirectly, any action designed to cause or to result in, or that might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities in violation of federal or state securities laws, and (b) except for share repurchases permitted in accordance with applicable laws and purchases of common shares in the open market pursuant to the Fund’s dividend reinvestment plan, until the Closing Time, or the Date of Delivery, if any, (i) sell, bid for or purchase the Securities or pay any person any compensation for soliciting purchases of the Securities or (ii) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Fund.
Confirmation of Security Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith, which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.
Predecessor Security The term “
