The Company This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor to all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “the Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.
THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 6.02. Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and
Notices to Company and Warrant Agent All notices, requests or demands authorized by this Agreement to be given or made by the Warrant Agent or by any registered Holder of any Warrant to or on the Company or the Warrant Agent to be effective shall be in writing (including by telecopy), and shall be deemed to have been duly given or made when delivered by hand, or one Business Day if sent by overnight courier service (with next day delivery specified), or two Business Days after being delivered to a recognized courier (whose stated terms of delivery are two business days or less to the destination such notice), or five Business Days after being deposited in the mail, or, in the case of facsimile or email notice, when received, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows: Tidewater Inc. 000 Xxxxxxx Xx. Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxx 00000 Fax: 0.000.000.0000 Attn: Xxxxx X. Xxxxxxxxx, Executive Vice President, General Counsel and Secretary Email: xxxxxxxxxx@xxx.xxx Any notice pursuant to this Agreement to be given by the Company or by any registered Holder of any Warrant to the Warrant Agent shall be sufficiently given if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: Computershare Trust Company, N.A. Computershare Inc. 000 Xxxxxx Xxxxxx Canton, MA 02021 Attention: Client Services
Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:
Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:
Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, 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 the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.
Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:
Professional Growth This Section applies to those regularly assigned teachers who do not hold a clear multiple or single subject teaching credential and to those who desire to maintain such a credential. The minimum requirement for compliance with this Section shall be: 18.8.1 Successful service as a classroom teacher or successful service authorized by a services credential. The minimum length of service shall be equivalent to one-half (0.5) of a school year; 18.8.2 Completion of an individual program of Professional Growth that shall consist of a minimum of one-hundred-and-fifty (150) clock hours of participation in activities which contribute to competence, performance or effectiveness in the profession of education. Acceptable activities shall be defined to include: • the completion of courses offered by regionally accredited colleges and universities; • participation in educational conferences, workshops, teacher center programs, or staff development programs, including District approved school site staff development programs; • participation in systematic programs of observation and analysis of teaching; • service in a leadership role in a professional organization related to instruction; and • participation in educational research or innovation efforts. 18.8.3 An individual program of Professional Growth shall be developed and planned by the holder of a clear teaching credential. 18.8.4 Before a teacher coming under the provisions of this section commences or amends an individual program of Professional Growth, the advisor shall certify to the teacher that the planned program or amendment complies with this section. 18.8.5 The District shall designate only certificated administrators to serve as Professional Growth Advisors (hereinafter referred to as “advisor”). A list of these advisors, including work location, will be published by the District annually, prior to the beginning of the school calendar year. The responsibility of an advisor shall be to determine whether activities identified in the plan of a teacher comply with these provisions. 18.8.6 On a form provided by the state, a credential holder shall write a Professional Growth plan, which shall identify his or her Professional Growth goals, and the Professional Growth activities he or she proposes to pursue. 18.8.7 A credential holder may amend a Professional Growth plan by adding, deleting or changing any of the original or previously amended goals or proposed activities. 18.8.8 The Professional Growth advisor shall sign a Professional Growth plan, and shall initial an amendment to a Professional Growth plan, if it is in compliance with this section and the Professional Growth needs of the teacher. 18.8.9 An advisor shall complete and return to the credential holder certification of this initial plan, initialing any revisions or verification of completion within ten (10) working days of submission to the advisor. If an advisor finds that he/she cannot certify an initial plan, initial a modification, or verify completion, the advisor shall notify the credential holder of the reason(s) in writing within ten (10) working days of submission. 18.8.10 If a credential holder believes that his/her advisor has taken an adverse action that he/she considers to be arbitrary or contrary to the terms of this section, the credential holder may seek another advisor or appeal the adverse action to the Executive Secretary of the Commission on Teaching Credentialing. 18.8.11 A clock hour for purposes of credited Professional Growth Activities shall be the actual time spent in the activity, including preparation time spent only if the teacher is a presenter of the course. College, university or equivalent courses shall be credited as fifteen (15) clock hours for each semester unit, ten (10) clock hours for each quarter unit, and thirteen (13) hours for each trimester unit. 18.8.12 A teacher shall submit evidence to prove that the Professional Growth activity has been satisfactorily completed. 18.8.13 The Union and the District shall provide a joint meeting for credential holders no later than October 1st of each school year. This meeting shall be mandatory for all teachers who are subject to the provisions of this section and who are new to the District. 18.8.14 The Union and the District agree to form a Professional Growth Program Joint Advisory/Planning Committee to consider possible recommendations for modifications to this section. 18.8.15 The committee shall be composed of three (3) members appointed by the Union and three (3) members appointed by the District.
Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).
Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that: