therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Certificateholders of record at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates shall be computed as of such record date; provided that no such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record date.
therewith. The parties shall share equally (i) all expenses (including reasonable attorney's fees) incurred in connection with any such suit, action or proceeding and (ii) any actual damages and costs finally awarded against the infringing party as the result of any such suit, action or proceeding, or the amount payable in any settlement of any such suit, action or proceeding to the extent either arise from the Project Rights. In no event shall either party be required to pay the other any indirect, special, incidental or consequential damages as a result of or in connection with any such suit, action or proceeding or the settlement thereof.
therewith. If any Borrower requests a borrowing of a Loan, but fails to specify an Interest Period, such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Loan. For the avoidance of doubt, the Borrowing Request in respect of the initial Credit Extension may be delivered at any time from and after the execution and delivery of this Agreement by the parties hereto, regardless of whether the Effective Date has occurred, and, though no Credit Extensions may occur until the Effective Date and until after the other applicable conditions have been waived or satisfied in accordance with this Agreement, the other duties and obligations of the parties hereto shall apply from and after the execution and delivery of this Agreement by the parties hereto (and for the avoidance of doubt from and after such execution and delivery Sections 2.12, 2.13, 2.14, 2.15 and 11.04 shall apply).
therewith. Each Guarantor's obligations to the Lender under this Guaranty Agreement are hereinafter collectively referred to as the "Guarantors' Obligations"; provided, however, that the liability of each Guarantor with respect to the Guarantors' Obligations shall not exceed at any time the Maximum Amount (as hereinafter defined). The "Maximum Amount" means 95% of (i) the fair salable value of the assets of a Guarantor as of the date hereof minus (ii) the total liabilities of such Guarantor (including contingent liabilities, but excluding liabilities of such Guarantor under this Guaranty and any other Loan Documents executed by such Guarantor) as of the date hereof; provided further, however, that if the calculation of the Maximum Amount in the manner provided above as of the date payment is required of such Guarantor pursuant to this Guaranty would result in a greater positive number, then the Maximum Amount shall be deemed to be such greater positive number. Each Guarantor agrees that it is jointly and severally, directly and primarily liable for the Borrower's Liabilities.
therewith. Notwithstanding anything herein to the contrary, this Agreement shall be administered, and the Restricted Stock shall be issued, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the Restricted Stock issued hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
therewith. Each of ATI and TII, as the case may be, shall, without further consideration, pay and remit, or cause to be paid or remitted, to Water Pik promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, each of ATI and TII, as the case may be, shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Water Pik without payment of further consideration and Water Pik shall, without the payment of any further consideration, assume such rights and obligations.
therewith. This Agreement and each other agreement, document and instrument constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the availability of equitable remedies. The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument:
therewith. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS AS SET FORTH IN THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF MARCH 7, 2002, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY." The Company may order the transfer agent for any Restricted Security to stop the Transfer of any Restricted Security bearing the legend set forth in subsection (a) of this Section 2.01 until the conditions of this Article 2 with respect to the Transfer of such security have been satisfied.
therewith. The information contained in such registrations, forms and reports will be true and complete in all material respects as of the date of the filing thereof. Each such registration will be in full force and effect on the Launch Date. On the Launch Date, except for normal examinations conducted by a Regulatory Authority in the regular course of business of ISI, no Regulatory Authority will have initiated any proceeding or investigation into the business or operations of ISI or any of its employees, agents, brokers or representatives relating to their activities under this Agreement. There will be no unresolved violation or exception by any Regulatory Authority with respect to any report or statement relating to any examination of ISI on the Launch Date.
therewith. Notwithstanding the provisions of the immediately preceding sentence, provided no default exists hereunder, Beneficiary agrees to apply any such proceeds received by it to the reimbursement of Grantor's costs of restoring the Improvements. Advances of insurance proceeds shall be made to Grantor from time to time in accordance with Beneficiary's standard construction lending practices, terms and conditions; amounts not required for such purposes shall be applied, at Beneficiary's option, to the prepayment of the Note and to interest accrued and unpaid thereon in such order and proportions as Beneficiary may elect. In no event shall Beneficiary be required to advance such proceeds to Grantor unless Beneficiary shall have (i) received satisfactory evidence that the funding/expiration dates of the commitment, if any, for the permanent financing of the Improvements have been extended for such period of time as is reasonably necessary to complete said restoration and (ii) reasonably determined that the restoration of the Improvements can be completed by the Maturity Date of the Note at a cost which does not exceed the amount of available insurance proceeds or, in the event that such proceeds are reasonably determined by Beneficiary to be inadequate, Beneficiary shall have received from Grantor a cash deposit equal to the excess of said estimated cost of restoration over the amount of said available proceeds. If the conditions for the advance of insurance proceeds for restoration set forth in clauses (i) and (ii) above are not satisfied within sixty (60) days of Beneficiary's receipt thereof or if the actual restoration shall not have been commenced within such period, Beneficiary shall have the option at any time thereafter to apply such insurance proceeds to the payment of the Note and to interest accrued and unpaid thereon in such order and proportions as Beneficiary may elect.
