shall control. The Credit Agreement and this Amendment No. 1 shall be read and construed as one agreement. Without limiting the generality of the foregoing, each Obligor hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of Liens and security interests and other obligations, as applicable, under and subject to the terms of this Amendment No. 1 and each other Loan Document to which it is a party, and acknowledges and agrees that all such payment obligations, guarantees, pledges, grants of Liens and security interests and other obligations shall be valid and enforceable (subject to Liens permitted under Section 6.02) and shall not be impaired or limited by the execution or effectiveness of this Amendment No. 1 or any of the transactions contemplated hereby.
shall control. The Buyer Indemnified Parties do not have any right to indemnification with respect to any Loss under Section 7.1 for any environmental investigatory, corrective or remedial action or action taken to address environmental noncompliance (collectively, “Remedial Action”) except to the extent that such Remedial Action is (i) required under Environmental Laws or lawfully required by a Governmental Entity; (ii) undertaken in a cost-effective manner under the circumstances and, with respect to a cleanup, remediation or other response action with respect to soils, groundwater or other environmental, in connection with an Environmental Claim, (iii) in the case of any cleanup, remediation, or other response action with respect to soils, groundwater or other environmental medial, designed to achieve the least stringent cleanup standards applicable to the subject property assuming use of the subject property as it was used as of the Closing Date (i.e., commercial use), prohibiting the use of groundwater for potable use, and using risk-based remedies or remedial standards, institutional or engineering controls or deed restrictions on real property to the extent permissible under applicable Environmental Laws and so long as, in the reasonable discretion of the Buyer Indemnified Parties, such controls or restrictions do not unreasonably interfere with the use of the subject property as it was used as of the Closing Date; and (iv) reasonably necessary for operations, maintenance, or repairs and performed for a bona fide business purpose.
shall control. The Credit Agreement and this Amendment No. 1 shall be read and construed as one agreement.
shall control. The arbitral tribunal shall consist of three arbitrators. Each party seeking arbitration shall appoint one arbitrator for each arbitration and the arbitrators so appointed shall appoint the third arbitrator for such arbitration who shall serve as Chair of the tribunal; provided, however, that if the two arbitrators cannot agree, the third arbitrator shall be appointed by the Court of Arbitration of the Chamber. All three arbitrators shall be impartial and independent. In the event that there are more than two parties with different interests as to any dispute, the arbitral tribunal shall nevertheless consist of three arbitrators; the parties in dispute shall mutually agree to the appointment of two arbitrators and the Court of Arbitration of the Chamber shall appoint the third arbitrator. If the parties to the dispute are unable to agree with respect to the appointment of two arbitrators, all three arbitrators shall be appointed by the Court of Arbitration of the Chamber. The Court of Arbitration of the Chamber shall appoint only persons who are attorneys or former judges with experience in international commercial agreements for the arbitration of any disputes hereunder. The seat of arbitration shall be Buenos Aires, Argentina and the language of arbitration shall be Spanish. Any decision of award of the arbitral tribunal shall be final and binding upon the parties. The parties hereby waive, to the extent permitted by law, any rights to appeal or to review of such award by any court or tribunal.
shall control. The Primary Servicer shall establish and maintain electronic data processing services for monitoring, administering and collecting the Receivables in accordance with the foregoing standards and shall, within five (5) Business Days of the deposit of any checks, other forms of cash deposits, EOB's or other written matter into a Lockbox, post such information to its electronic data processing services.
shall control. The contractual accounting principles shall include the following:
shall control. The Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest and any other notice as permitted under the UCC or any applicable law. This Note has been negotiated and delivered to Lender and is payable in the State of Illinois, and shall not become effective until accepted by Lender in the State of Illinois. This Note shall be governed by and construed and enforced in accordance with, the laws of the State of Illinois, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: QUOKKA SPORTS, INC. 525 Xxxxxxx Xxxxxx, Ground Floor San Francisco, CA 94107 Signature:______________________ Print Name:_____________________ Title:__________________________ EXHIBIT C ADVANCE REQUEST Date:________________ Name:____________________ ("Borrower") Address:_________________ Borrower hereby requests from Comdisco, Inc. ("Lender") an Advance in the amount of $_____________ on ____________, 1999 (the "Advance Date") under that Subordinated Loan and Security Agreement between Borrower and Lender dated February 12, 1999 (the "Agreement").
shall control. LATE PAYMENTS Except as set forth in Section 6.2, with respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.
shall control. Each of the Fund and the Custodian hereby acknowledges and agrees that notwithstanding the custody services to be provided by the Custodian to the Fund hereunder, the books and records maintained by the transfer agent, registrar, corporate secretary, general partner or other relevant third party service provider (each referred to herein as a “Transfer Agent”) of an Underlying Investment shall be dispositive as to the ownership of Underlying Interests in such Underlying Investment. Each of the Fund and the Custodian further acknowledges and agrees that the Custodian’s only responsibilities in respect of the Underlying Interests shall be limited to the following:
