Without limiting the provisions of Section 7.8(a), Buyer, for itself and its Affiliates, effective as of the Closing, hereby irrevocably releases, and forever discharges Seller, its Representatives and its Affiliates from any and all claims, demands, Losses, Liabilities, damages, complaints, causes of action, investigations, hearings, actions, suits or other Claims or proceedings of any kind or character whether known or unknown, hidden or concealed, arising out of or related to any Environmental Liability, except for those Excluded Environmental Liabilities but only to the extent and for so long as the same are retained by Seller pursuant to Section 2.4(h) and Section 2.4(i). In furtherance of the foregoing, effective as of the Closing, Buyer, for itself and its Affiliates, hereby irrevocably waives, with respect to any matter it is releasing pursuant to the preceding sentence, any and all rights and benefits that it now has or in the future may have conferred upon it by virtue of any Law or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing such release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. Buyer hereby acknowledges that it is aware that factual matters now unknown to it may have given or hereafter may give rise to claims, demands, Losses, Liabilities, damages, complaints, causes of action, investigations, hearings, actions, suits or other Claims or proceedings that are unknown, unanticipated and unsuspected as of the Effective Date and will not be known, anticipated or suspected prior to the Closing Date, and Buyer further agrees that this Section 7.8(b) has been negotiated and agreed upon in light of that awareness, and Buyer, for itself and on behalf of its Affiliates, nevertheless hereby intends to irrevocably release, forever discharge Seller and its Affiliates as set forth in the first sentence of this Section 7.8(b).
Without limiting the provisions of Section 12.1, the Board of Trustees of the Trust may, by resolution duly adopted, without shareholder approval (except as otherwise required by Article 11 or required by applicable law), amend Article 11 to (a) reflect any amendments hereto which the Board of Trustees of the Trust is entitled to adopt pursuant to the terms of Article 11 without shareholder approval or (b) add additional series of Preferred Shares or additional shares of a series of Preferred Shares (and terms relating thereto) to the series and Preferred Shares described herein. Each such additional series and all such additional Preferred Shares shall be governed by the terms of Article 11.
Without limiting the provisions of Section 7.6.1, each Borrower shall preserve and maintain all of its rights, privileges, licenses and franchises necessary or desirable in the normal conduct of their respective business, including its eligibility as lender, seller/servicer and issuer described under Section 8.1; conduct its respective business in an orderly and efficient manner; maintain a net worth of acceptable assets as required for maintaining their respective eligibilities as lender, seller/servicer and issuer described under Section 8.1; and make no material change in the nature or character of their respective business or engage in any business in which they were not engaged on the date of this Agreement, except as permitted by the Agreement.
Without limiting the provisions of Section 11.1.1, during the period commencing at the Effective Time and ending on the seventh anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent, and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall procure that the Surviving Corporation shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries prior to or at the Effective Time; provided, however, that if, at any time prior to the seventh anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 11.1.2, then the claim asserted in such notice shall survive the seventh anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent, and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall procure that the Surviving Corporation advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such 28 Indemnified Person to repay such advances if it is ultimately decided in a final, non‑appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the eve...
Without limiting the provisions of Section 12.1, the ---------- Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by Article 11 or required by applicable law), amend Article 11 to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of Article 11 without shareholder approval or (b) add additional series of APS or additional shares of a series of APS (and terms relating thereto) to the series and shares of APS described herein. Each such additional series and all such additional APS shall be governed by the terms of Article 11.
Without limiting the provisions of Section 8.1 above, each Credit Party shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.
Without limiting the provisions of Section 8.1(a) hereof, each Beneficiary agrees that neither such Beneficiary nor his respective Affiliates will, directly or indirectly, as employee, agent, consultant principal or otherwise (i) during the Term, solicit any Business from or in any way transact or seek to transact any Business with or otherwise seek to influence or alter the relationship between the Company or any of its Affiliates with any person or entity to whom the Company or any of its Affiliates provided Business services or to whom the Company or any of its Affiliates made a presentation relating to the Business at any time during the one year period preceding the Closing Date, or (ii) during the period beginning on the Closing Date and ending on the date which is two years after the Closing Date, solicit for employment or other services or otherwise seek to influence or alter the relationship between the Company or any of its Affiliates and any person who is or was an employee of the Company or any of its Affiliates that was engaged in the Business at any time during the one year period preceding the Closing Date, other than on behalf of and as an employee of the Company, Buyer or an Affiliate of Buyer.
Without limiting the provisions of Section 8.5(a), Buyer acknowledges that Seller has no duty to maintain any bonds, letters of credit, guarantees, cash deposits and insurance to secure performance or payment under any Assigned Contracts or Assigned Leases (collectively, the “Seller Credit Obligations”) after the Closing, and Xxxxx agrees to reasonably cooperate with Seller in Seller’s efforts to secure the release of any Seller Credit Obligations. On or before the Closing, Buyer will obtain, or cause to be obtained in the name of Buyer, replacements for the Seller Credit Obligations. If any Seller Credit Obligation remain outstanding as of the Closing Date, Xxxxx will indemnify each member of the Seller Group and hold them harmless against any Liabilities that the Seller Parties may incur under any such Seller Credit Obligations attributable to periods from and after the Effective Time. Additionally, Seller shall transfer to Buyer (or cause to be transferred to Buyer) promptly after the Closing all deposits, prepaid/unearned insurance premiums, and any other collateral provided in connection with any Seller Credit Obligations or in the ownership or operation of the Purchased Assets or the business related thereto, including all surety and performance bonds. All such assets transferred or transferable pursuant to the preceding sentence shall be treated as Purchased Assets.
Without limiting the provisions of Section 9.1 above, packaging materials and labels for the Products shall display the Levulan Trademark, Kerastick Trademark and the DUSA trade name (collectively, the "DUSA Marks"). Accordingly, DUSA hereby grants to NSP a license to use the DUSA Marks for the term of this Agreement for the purposes of supplying the Products hereunder. The ownership and all goodwill from the use of the DUSA Marks shall vest in and inure to the benefit of DUSA. NSP hereby acknowledges DUSA's ownership rights in the DUSA Marks, and accordingly agrees that at no time during or after the term of this Agreement to challenge or assist others to challenge the DUSA Marks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to such DUSA Marks.
