Without limiting Section 8. 10(a), if any Payment Recipient receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) that (x) is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) such Payment Recipient otherwise becomes aware was transmitted, or received, in error (in whole or in part):
Without limiting Section 8. 1(a), to the fullest extent permitted by applicable law, no General Partner Related Person shall have any personal liability to the Partnership or any Limited Partner solely by reason of any change in U.S. federal, state or local or foreign income tax laws, or in interpretations thereof, as they apply to the Partnership or the Limited Partners, regardless of whether the change occurs through legislative, judicial or administrative action.
Without limiting Section 8. 1(a), to the fullest extent permitted by applicable law, no General Partner Related Person shall be liable to the Partnership or any Limited Partner for any action or inaction in reliance on the advice or an opinion of counsel reasonably selected by such General Partner Related Person with respect to legal matters.
Without limiting Section 8. 1(a), to the fullest extent permitted by applicable law, (i) no General Partner Related Person shall be liable to the Partnership or any Limited Partner for acting in reliance on any signature or writing believed in good faith by such General Partner Related Person to be genuine, and (ii) each General Partner Related Person may rely on a certificate signed by an officer of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge.
Without limiting Section 8. 1(a), each General Partner Related Person may consult with appraisers, engineers, contractors, accountants and other skilled Persons of its, his or her choosing, on behalf of the Partnership or in furtherance of the business of the Partnership and, to the fullest extent permitted by applicable law, shall not be liable to the Partnership or any Limited Partner for (i) anything done, suffered or omitted in good faith reliance upon the advice of any of such skilled Person, or (ii) any act or omission, including any mistake of fact or judgment, of any skilled Person. The provisions of this Section 8.1 are intended and shall be interpreted as only limiting the liability of a General Partner Related Person and not as in any way expanding such Person’s liability.
Without limiting Section 8. 16(a) hereof and except for a Release pursuant to Section 2.17 hereof, Borrower shall not assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of its interest or rights in the Loan, the Loan Documents or the Collateral, or attempt to do any of the foregoing or suffer any of the foregoing, nor shall any party owning a direct or indirect interest in Borrower assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of any of its rights or interest (direct or indirect) in Borrower, attempt to do any of the foregoing or suffer any of the foregoing, if such action would cause the Loan, or the exercise of any of Agent’s, or Lenders’ rights in connection therewith, to constitute a prohibited transaction under ERISA or the IRC (unless Borrower furnishes to Agent a legal opinion reasonably satisfactory to Agent that the transaction is exempt from the prohibited transaction provisions of ERISA and the IRC) or otherwise result in Agent or any Lender being deemed in violation of any applicable provision of ERISA. Borrower agrees to indemnify and hold Agent and Lenders free and harmless from and against all losses, costs (including reasonable attorneys’ fees and expenses), taxes, damages (including consequential damages) and expenses Agent or any Lender may suffer by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in Agent’s sole judgment or by reason of a breach of the foregoing prohibitions.
Without limiting Section 8. 2(a) and Section 8.2(b), during the Interim Period (but excluding, for the avoidance of doubt, on the Closing), without the prior written consent of SPAC, (i) no Company Shareholder shall waive the restrictions on the transfer of Company Shares owned by the Company Shareholders set forth in the Shareholder’s Agreement and (ii) without limitation to clause (i) of this sentence, no Company Shareholder shall transfer any Company Shares without the prior written consent of SPAC.
Without limiting Section 8. 01(a) hereof, from and after the date hereof, the Companies and the Alsacia Shareholders shall submit to counsel for the Ad Hoc Group all press releases, public filings, public announcements or other public communications regarding the Restructuring, whether in Spanish, English or any other language, proposed to be made by such Parties, no less than forty-eight (48) hours prior to the time at which such press release, public filing, public announcement or other communication is proposed to be made, for prior consent by counsel for the Ad Hoc Group and the Requisite Consenting Senior Secured Noteholders (not to be unreasonably conditioned, withheld or delayed). With respect to any all press releases, public filings, public announcements or other communications regarding the Concession Agreements or the government of the Republic of Chile, whether in Spanish or English, proposed to be made by such Parties, the applicable Parties shall consult with, and consider in good faith any comments provided by, counsel to the Ad Hoc Group regarding the content of such communications. Nothing set forth in in this Section 8.01 shall limit, in any way, the Companies’ ability to comply with its obligations under applicable law, including securities market regulations.
Without limiting Section 8. 2(a)(i), any filing of, or amendment or supplement to, the Proxy/Registration Statement will be prepared by TopCo, SPAC and the Company and filed by TopCo with the SEC. Each of TopCo, SPAC and the Company will advise the such other parties, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of TopCo Common Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide such other parties with a reasonable opportunity to provide comments and amendments to any such filing. TopCo, SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendments filed in response thereto (including in accordance with Section 8.4(a)(iii) of this Agreement and Section 8.4(a)(iii) of the Company Disclosure Schedules).
Without limiting Section 8. 1(a), except as otherwise contemplated by this Agreement, the Company Pre-Closing Reorganization, the Buyer Pre-Closing Reorganization or an Alternative Transaction, during the Pre-Closing Period, Holdco 1 shall not do or cause to be done anything outside of complying with its obligations under the Holdco 1 Consulting Agreement without the prior written consent of Parent.
