Sharing of Data (a) The Seller shall have the right for a period of seven years following the Closing Date to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records that are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the business conducted by the Seller prior to the Closing Date and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Buyer shall have the right for a period of seven years following the Closing Date to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants), tax records, correspondence, production records, employment records and other records that are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing is needed by the Buyer for the purpose of conducting the business of the Seller after the Closing and complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither the Buyer nor the Seller shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, or accounts at such other Party's expense.
Sharing of Set-Off Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.
Sharing of Setoffs Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.
Sharing of Set-Offs Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.
Sharing of Liability If any Underwriter defaults in its obligations: (a) pursuant to Section 5.1, 5.2 or 5.4 hereof, (b) to pay amounts charged to its account pursuant to Section 7.1, 7.2, or 8.1 hereof, or (c) pursuant to Section 9.2, 9.3, 9.4, 9.5, 9.6, or 11.1 hereof, you will assume your proportionate share (determined on the basis of the respective Underwriting Percentages of the non-defaulting Underwriters) of such obligations, but no such assumption will relieve any defaulting Underwriter from liability to the non-defaulting Underwriters, the Issuer, the Guarantor, or the Seller for its default.
Payments Generally; Pro Rata Treatment; Sharing of Set Offs 37 Section 2.19. Lender’s Obligation to Mitigate; Replacement of Lenders 38 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 39 Section 3.01. Organization; Powers 39 Section 3.02. Authorization; Enforceability 39 Section 3.03. Governmental Approvals; No Conflicts 39 Section 3.04. Financial Statements; No Material Adverse Change 40 Section 3.05. Insurance Licenses 41 Section 3.06. Borrower’s Subsidiaries 41 Section 3.07. Litigation 41 Section 3.08. Compliance with Laws and Agreements; Foreign Asset Control Regulations 42 Section 3.09. Investment Company Status 42 Section 3.10. Taxes 42 Section 3.11. Material Agreements and Liens 42 Section 3.12. Environmental Matters 43 Section 3.13. Capitalization 43 Section 3.14. No Reliance 43 Section 3.15. ERISA 43 Section 3.16. Regulation U 43 Section 3.17. Disclosure 44 Section 3.18. Solvency 44 Section 3.19. Anti-Terrorism Requirements 44 ARTICLE 4 CONDITIONS 45 Section 4.01. Effective Date 45 Section 4.02. Conditions to Initial Utilization and Each Subsequent Utilization 47 ARTICLE 5 AFFIRMATIVE COVENANTS 47 Section 5.01. Financial Statements and Other Information 47 Section 5.02. Notice of Material Events 48 Section 5.03. Material Insurance Subsidiary Reporting 49 Section 5.04. Existence; Conduct of Business 50 Section 5.05. Payment of Obligations 50 Section 5.06. [Reserved] 51 Section 5.07. Insurance 51 Section 5.08. NAIC Ratio 51 Section 5.09. Proper Records; Rights to Inspect and Appraise 51 Section 5.10. Compliance with Laws 51 Section 5.11. Use of Proceeds 52 ARTICLE 6 NEGATIVE COVENANTS 52 Section 6.01. Debt; Certain Equity Securities 52 Section 6.02. Liens 53 Section 6.03. Fundamental Changes 54 Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 55 Section 6.05. Asset Sales 55 Section 6.06. Ceded Reinsurance 55 Section 6.07. Sale and Leaseback Transactions 56 Section 6.08. Restricted Payments 56 Section 6.09. Transactions with Affiliates 56 Section 6.10. Restrictive Agreements 57 Section 6.11. Ratio of Debt to Capital 57 Section 6.12. Fixed Charge Coverage Ratio 57 Section 6.13. Consolidated Net Worth 57 Section 6.14. Amendment of Material Documents; Prepayments 57 Section 6.15. Lines of Business 58 ARTICLE 7 EVENTS OF DEFAULT 59 ARTICLE 8 THE AGENTS 61 Section 8.01. Appointment and Authorization 61 Section 8.02. Rights and Powers as a Lender 61 Section 8.03. Limited Duties and Responsibilities 61 Section 8.04. Authority to Rely on Certain Writings, Statements and Advice 62 Section 8.05. Sub-Agents and Related Parties 62 Section 8.06. Resignation; Successor Agent 62 Section 8.07. Credit Decisions by Lenders 63 Section 8.08. Agent’s Fees 63 Section 8.09 Syndication Agent, Documentation Agent, Etc. 63 Section 8.10 No Reliance on Administrative Agent’s Customer Identification Program 63 ARTICLE 9 MISCELLANEOUS 64 Section 9.01. Notices 64 Section 9.02. Waivers; Amendments 64 Section 9.03. Expenses; Indemnity; Damage Waiver 66 Section 9.04. Successors and Assigns 67 Section 9.05. USA Patriot Act 70 Section 9.06. Survival 70 Section 9.07. Counterparts; Integration; Effectiveness 70 Section 9.08. Severability 70 Section 9.09. Right of Setoff 71 Section 9.10. Governing Law; Jurisdiction; Consent to Service of Process 71 Section 9.11. WAIVER OF JURY TRIAL 71 Section 9.12. Headings 72 Section 9.13. Confidentiality 72 Section 9.14. Interest Rate Limitation 72
Payments Generally; Pro Rata Treatment; Sharing of Setoffs (a) Each Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees, or reimbursement of LC Disbursement or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except payments to be made directly to any Issuing Bank or Swingline Lender shall be made as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment (other than payments on the Eurocurrency Loans) under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. All payments or prepayments of any Loan shall be made in the currency in which such Loan is denominated, all reimbursements of any LC Disbursements shall be made in dollars, all payments of accrued interest payable on a Loan or LC Disbursement shall be made in dollars, and all other payments under each Loan Document shall be made in dollars.
General Provisions Relating to Transfers and Exchanges (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
Sharing of Information Seller shall allow Buyer to exchange information related to Seller and the Transactions hereunder with third party lenders and Seller shall permit each third party lender to share such information with Buyer.
Tax Cooperation and Exchange of Information The Sellers’ and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and its Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns of the Company and its Subsidiaries or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees and the employees of the Company and its Subsidiaries) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.01. Each of the Sellers and the Purchaser shall retain all of its respective Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and any of its Subsidiaries for any taxable period that includes the Closing Date and for all prior taxable periods until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extension or waivers thereof. Any information obtained under this Section 7.01 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.
