Purchasers Rights and Undertakings Sample Clauses

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• WARRANTIES AND UNDERTAKINGS 18.1 Each Party warrants to the other that: (a) subject to Clause 18.2, it has obtained and will maintain at all times during the Term all licences, authorisations, permits, consents and other approvals necessary to enter into this Agreement and to enable it to fulfil its obligations under this Agreement; (b) it has negotiated, entered into and executed this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise); and (c) it is and will remain a party to the Network Code for the duration of the Term. 18.2 Where the Service Provider does not hold a gas shipper licence, the Service Provider warrants that it shall use the shipping services of the licensed gas shipper whose Shipper Short Code is specified in Schedule 1 for the purpose of fulfilling its obligations under this Agreement. The Service Provider warrants that such licensed gas shipper has and will continue to hold throughout the Term a licence permitting it to ship gas on the NTS, and will ship Natural Gas on the NTS on behalf of the Service Provider for the purposes of the Service Provider’s performance of this Agreement. 18.3 The Service Provider acknowledges that the Customer requires the services provided under this Agreement (and in particular the withdrawal service) to comply with the Gas Safety (Management) Regulations 1996, and that the Customer requires a physical flow of Natural Gas from the Facility at least equal to its Nominated Withdrawal Quantity. Accordingly, the Service Provider warrants to the Customer, subject to Clauses 7, 13 and 14, that it shall ensure that: (a) the physical flow of Natural Gas from the Facility to the NTS on any Day in respect of which the Customer has submitted a Withdrawal Nomination is not less than the Nominated Withdrawal Quantity plus the Reallocation Quantity (if any) plus the quantity of Natural Gas nominated for withdrawal by other users of the Facility less the quantity of Natural Gas nominated for injection by the Customer and other users of the Facility; and (b) the Service Provider shall not knowingly or deliberately do anything that would put the Customer in breach of the Gas Safety (Management) Regulations 1996 and shall fully co-operate with the Customer insofar as such co-operation is required to ensure that the Customer complies with its obligations under the Gas Safety (Management) Regulations 1996. The Service Provider acknowledges and agrees that the provision of the Service is in accordance with its obligation pursuant to Regulation 6(6) of the Gas Safety (Management) Regulations 1996. 18.4 The Service Provider warrants to the Customer that, at the Gas Delivery Point, Natural Gas to be withdrawn shall be free from lien, charge, encumbrance or adverse claim (as to title or otherwise) including any claim for any Tax, royalty or other charge arising on or before withdrawal. The Service Provider shall indemnify the Customer and hold it harmless against any loss, liability, damage, claim, action, proceeding, cost, and expense suffered or incurred by or made or brought against the Customer in consequence of a breach of this warranty. 18.5 The Customer warrants to the Service Provider that, at the Gas Delivery Point, Natural Gas to be injected shall be free from lien, charge, encumbrance or adverse claim (as to title or otherwise) including any claim for any Tax, royalty or other charge arising on or before injection. The Customer shall indemnify the Service Provider and hold it harmless against any loss, liability, damage, claim, action, proceeding, cost, and expense suffered or incurred by or made or brought against the Service Provider in consequence of a breach of this warranty. 18.6 The Service Provider acknowledges and agrees that nothing in this Agreement shall prevent the Customer from complying with any Legal Requirement and in such regard the Customer shall be able to take any action that it considers to be necessary to comply with any Legal Requirement. 18.7 The Customer warrants to the Service Provider that it is entering into this Agreement for Operating Margins Purposes and in accordance with the requirements of its gas transporter license.

• Additional Agreements and Understandings Even though FICO will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

• Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

• Covenants and Undertakings The Customer hereby irrevocably and unconditionally covenants and undertakes as follows: (a) it shall promptly, after the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Default; (b) it will not use any Account or carry out any Investments or Transactions for the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulations.

• REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

• WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that: 6.1.1. it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); 6.1.2. this Framework Agreement is executed by a duly authorised representative of the Supplier; 6.1.3. in entering into this Framework Agreement and any Call Off Contract (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; 6.1.4. all information, statements, warranties and representations contained in and the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 6.1.5. it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to 6.1.6. it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5; 6.1.7. it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; 6.1.8. no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.9. it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.10. it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Contract; 6.1.11. in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; 6.1.12. no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; 6.1.13. as at the Framework Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non Compliance; and 6.1.14. in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: 6.1.14.1. conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 6.1.14.2. it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and 6.1.14.3. it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Contract. 6.2. The Supplier shall promptly notify the Authority in writing: 6.2.1. of any material detrimental change in the financial standing and/or credit rating of the Supplier; 6.2.2. if the Supplier undergoes a Change of Control; and/or 6.2.3. of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. 6.3. Each time a Call Off Contract is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. 6.4. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. 6.5. The Supplier acknowledges and agrees that: 6.5.1. once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; 6.5.2. the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Contracts; 6.5.3. the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and 6.5.4. each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. 6.6. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Contracts, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. 6.7. In performing its obligations under this Framework Agreement and any Call Off Contract, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size.

• Indemnification by the Holders and any Agents and Underwriters The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

• REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

• Concerning the Holders Section 8.01. Action by Holders 45 Section 8.02. Proof of Execution by Holders 45 Section 8.03. Who Are Deemed Absolute Owners 45 Section 8.04. Company-Owned Notes Disregarded 46 Section 8.05. Revocation of Consents; Future Holders Bound 46

• Additional Provisions Concerning the Collateral (a) To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time to file, one or more financing or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as “all assets” or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the Code or whether any particular asset of such Grantor constitutes part of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 6(e) hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with clause (i) or (ii) above, (iv) to file any claims or take any action or institute any action, suit or proceedings which the Collateral Agent may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of the Collateral Agent and the Noteholders with respect to any Collateral, (v) to execute assignments, licenses and other documents to enforce the rights of the Collateral Agent and the Noteholders with respect to any Collateral, and (vi) to verify any and all information with respect to any and all Accounts. This power is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full. (c) For the purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property in which such Grantor now or hereafter has any right, title or interest, wherever the same may be located, including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Securities Purchase Agreement that limit the right of any Grantor to dispose of its property, and Section 6(g) and Section 6(h) hereof, so long as no Event of Default shall have occurred and be continuing, any Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business and as otherwise expressly permitted by any of the other Transaction Documents. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time, upon the request of any Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor’s judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual Property). Further, upon the full performance and Payment in Full of all of the Obligations, the Collateral Agent (subject to Section 11(e) hereof) shall release and reassign to any Grantor all of the Collateral Agent’s right, title and interest in and to the Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies hereunder by the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by each Grantor in accordance with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (d) If any Grantor fails to perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by such Grantor pursuant to Section 9 hereof and such obligation shall be secured by the Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. (f) Anything herein to the contrary notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise with respect to any of the Collateral to the extent set forth therein to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Collateral Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its obligations under the Licenses or otherwise in respect of the Collateral, and (iii) the Collateral Agent shall not have any obligation or liability by reason of this Agreement under the Licenses or with respect to any of the other Collateral, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (g) As long as no Event of Default shall have occurred and be continuing and, other than in the case of a Bankruptcy Event of Default, until written notice shall be given to the applicable Grantor: (i) Each Grantor shall have the right, from time to time, to vote and give consents with respect to the Pledged Equity, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Securities Purchase Agreement or any other Transaction Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Equity or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Securities Purchase Agreement): (A) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (B) the consolidation or merger of a Pledged Entity with any other Person; (C) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral Agent; (D) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Capital Stock; or (E) the alteration of the voting rights with respect to the Capital Stock of a Pledged Entity. (i) Each Grantor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Equity to the extent not in violation of the Securities Purchase Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Equity, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Equity in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Equity; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to any Grantor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Equity, whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Equity and shall, if received by any Grantor, be received in trust for the benefit of the Collateral Agent (for the ratable benefit of the Collateral Agent and the Noteholders), be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as Pledged Equity in the same form as so received (with any necessary endorsement).