Subject to ss. 2(b) above, in the event of a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation, the Employee shall, in such event, have the right, immediately prior to such dissolution, liquidation, merger or consolidation, to exercise this Option in whole or in part without regard to the installment provisions of Paragraph 2(a) above, unless this Option is assumed by the surviving or acquiring corporation, or its parent.
Subject to ss. 7.2 and without prejudice to any other remedy available to a party (the "Indemnified Party") at law or in equity, the other parties (the "Indemnifying Parties") hereby agree, forthwith upon demand, to indemnify and save harmless the Indemnified Party from and against any and all costs, losses, damages, taxes or expenses suffered or incurred by the Indemnified Party in any manner arising out of, in connection with, with respect to or relating to any representation or warranty the Indemnifying Parties set forth in this Agreement, being untrue or incorrect or the failure of the Indemnifying Parties to observe or perform any of its obligations pursuant hereto, and any and all goods and services taxes, actions, suits, proceedings, demands, assessments, judgments, reasonable costs and reasonable legal and other expenses incidental thereto. Claim Limits
Subject to ss. 4.2 below, MLOA shall provide to the Distributor copies of such prospectuses, statements of additional information, financial statements sales materials and other documents in such numbers as the Distributor shall reasonably request for use in connection with the solicitation of applications for the Variable Products.
Subject to ss. 1.1(a) of this Agreement, compliance with applicable laws relating to interlocking directorships, the Company's policies on conflicts of interest and improper payments and accounting records contained in the Company's "Policies on Business Ethics" and "Corporate Governance Principles" and to any other current applicable Company policy, during the term of Employee's employment hereunder, Employee will be permitted to accept election, and to serve as, a director of other entities. Employee will be permitted to retain all fees and other benefits resulting from his service as a director of any such entity.
Subject to ss ss.4.11 and 4.12 hereof, but notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Borrower and the other Lenders and thereupon (a) the commitment of such Lender to make LIBOR Rate Loans or convert Alternate Base Rate Loans to LIBOR Rate Loans shall 415 forthwith be suspended and (b) such Lender's Commitment Percentage of Revolving Credit LIBOR Rate Loans then outstanding shall be converted automatically to Alternate Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law, all until such time as it is no longer unlawful for such Lender to make or maintain LIBOR Rate Loans. Subject to ss.ss.4.11 and 4.12 hereof, the Borrower hereby agrees to promptly pay the Administrative Agent for the account of such Lender, upon demand, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion required by this ss.4.4 prior to the last day of an Interest Period with respect to a LIBOR Rate Loan, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder.
Subject to ss. 7.7 and to existing requirements under any applicable Underlying Agreement, after the Earn-In Rights contained in ss.6.6 and 6.7 have been exercised (by either or both Investors) with respect to an aggregate of two Properties, if:
Subject to ss. 1.9, the Borrower may prepay the whole or any portion of any LIBOR Loan; provided that (i) the Borrower gives the Bank not less than three (3) Business Days' prior written notice of its intent so to prepay, (ii) the Borrower pays all interest on each LIBOR Loan (or portion thereof) so prepaid accrued to the date of such prepayment, (iii) any voluntary prepayment with respect to a LIBOR Loan (if less than the entire principal amount of such LIBOR Loan) shall be in a principal amount which is an integral multiple of $100,000 (provided that, in any event, no LIBOR Loan will remain outstanding in a principal amount of less than $250,000), and (iv) if the Borrower for any reason makes any prepayment of a LIBOR Loan prior to the last day of the Interest Period applicable thereto, the Borrower shall forthwith pay all amounts owing to the Bank pursuant to the provisions of ss.1.9 with respect to such LIBOR Loan.
Subject to ss. 4.2 below, MONY shall provide to the Distributor copies of such prospectuses, statements of additional information, financial statements sales materials and other documents in such numbers as the Distributor shall reasonably request for use in connection with the solicitation of applications for the Variable Products.
Subject to ss. 4.2 below, Equitable Life shall provide to the Distributor copies of such prospectuses, statements of additional information, financial statements sales materials and other documents in such numbers as the Distributor shall reasonably request for use in connection with the solicitation of applications for the Products.
Subject to ss. 6.1(a)(xvi), current liabilities of the Guarantor incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;
