THE BORROWERS. EACH AGREE TO INDEMNIFY THE AGENT, THE FLOOR PLAN AGENT AND THE LENDERS AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND TO HOLD THE LENDERS AND SUCH OTHER INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND EXPENSES, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO AND THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER AND THEREUNDER (INCLUDING THE MAKING OF THE COMMITMENT OF EACH LENDER) AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, (II) THE USE OF PROCEEDS OF THE LOANS OR (III) ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY LENDER, APPLY TO ANY SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES THAT ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. THE BORROWERS AGREE THAT THEY EXPRESSLY INTEND TO INDEMNIFY EACH INDEMNITEE FROM AND HOLD EACH OF THEM HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES ARISING OUT OF THE ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR TO ANY OF THE FOREGOING ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND THE AGENT OR THE FLOOR PLAN AGENT.
THE BORROWERS. (1) The Borrowers assure that the Pupil is registered at the following school in the Xxxxxx- xxxx city area at the time of signing this contract:
(2) The Borrowers shall be jointly and severally liable pursuant to § 421 of the German Civil Code (BGB) in the sense that the State Capital Düsseldorf may demand claims under this Contract from each Borrower in whole or in part at its discretion, provided that no more than the total amount owed is demanded. Joint and several liability also applies if one Legal Guardian acts with the consent of the other in his or her representation.
(3) If only one Legal Guardian becomes the Borrower, he/she hereby confirms that he/she has sole parental care of the Pupil.
THE BORROWERS. 1.1 A copy of each Borrower’s constitutional documents or confirmation that there have been no changes to the constitutional documents delivered to the Issuing Bank on 6 October 2009.
1.2 A copy of a resolution of the board of directors of each Borrower:-
1.2.1 approving the terms of, and the transactions contemplated by, this letter and the relevant amendment letter in respect of each Collateral Control Agreement (the “Documents”) and resolving that it execute the Documents;
1.2.2 authorising a specified person or persons to execute the Documents on its behalf; and
1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Documents and/or the Facility Agreement.
1.3 A specimen of the signature of each person that signs any Document on behalf of each Borrower or that each Borrower intends to have sign documents or notices in connection with this letter.
1.4 A certificate of each Borrower (signed by a director) confirming that utilising the Commitments in accordance with the Facility Agreement (as amended by this letter) would not cause any borrowing, guaranteeing or other limit binding on it to be exceeded.
1.5 A certificate of an authorised signatory of each Borrower certifying that each copy document relating to it specified in this Schedule is correct, complete and in full force and effect as at the date of this letter.
THE BORROWERS. (a) Have failed to make certain principal and interest payments due on the Loans on December 31, 2013, pursuant to Sections 2.2(b), 2.2(c) and 2.14 of the Credit Agreement; and
(b) Have informed the Lenders that they expect to be in breach of one or more of the provisions of Sections 6.25, 6.26, 6.27, 6.31 and 6.32 for the reporting period ending on December 31, 2013.
THE BORROWERS. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to any of, any two of, or all of the Borrowers under this Agreement, shall in every case (whether or not specifically so stated in each such case herein) be joint and several. Every notice by or to any Borrower shall be deemed also to constitute notice by and to the other Borrowers, every act or omission by any Borrower also shall be binding upon the other Borrowers, and the Administrative Agent, the Collateral Agent, the Issuing Bank, and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of the other Borrowers.
THE BORROWERS. MERIDIAN NATIONAL CORPORATION 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxx 00000 Attn: Xxxxxxx X. Xxxxxxx LENDER: ------ MNP CORPORATION 00000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx
THE BORROWERS. The Borrowers may incur, without duplication:
(a) Each of the Borrowers may incur Senior Unsecured Indebtedness not to exceed $125,000,000 in aggregate principal face amount; and
(b) Each of the Borrowers may incur Subordinated Debt.
THE BORROWERS. SCHEDULE 2.................................................................. Guarantors................................................................ SCHEDULE 3.................................................................. Part 1....................................................................
THE BORROWERS. The Borrowers are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources. Each entity will receive a direct economic and financial benefit from the Obligations incurred under this Agreement by the other entities, and the incurrence of such Obligations is in the best interests of each such entity.
THE BORROWERS. 7.1.1. The Borrower shall compensate the loss of the Lender's expected profits if the Borrower repay the Loan before the above designated dates.
7.1.2. The Borrower shall only use the fund according to the contracted purpose.
7.1.3. Unless the Borrower provides notice in writing to the Lender 30 days in advance and obtains the Lender's consent, the Borrower shall not, before paying off the principal and interest, engage in sub-contracting, leasing, equity restructuring, pooling, consolidating, merging, splitting, joint investment, capital transferring, filing for restructuring, filing for dissolution, filing for bankruptcy, and any other actions which may affect the realization of Lender's rights.
7.1.4. The Borrower undertakes to inform the Lender in writing (1) within 7 days of knowing any changes in the Borrower's address, scope of business, officers' designation or appointment, and any events related to the business obligation; (2) within 5 days from the date that a material adverse event such as a license revocation, bankruptcy, and discontinuation of the Borrower's business occurs; and (3) 10 days prior to any change of the Borrower's legal representative, authorized deputy and changes in mailing address, name of enterprise or material changes in its finances and personnel.
