Xxxxxxxx Interests. Regional hereby distributes to PECM in full redemption of the XxXxxxxx Interests the XxXxxxxx Class B Units. Regional represents and warrants to PECM that it is the sole record and beneficial owner of the XxXxxxxx Interests and that the XxXxxxxx Interests, including the right to sell, transfer and convey such interest, are free and clear of all claims, liens, restrictions placed thereon by Regional and encumbrances; and it is not a party to any voting trust, proxy or other agreement or understanding between or among any Person that affects or relates to the voting or giving of written consent, or restrictions on transfer, with respect to the XxXxxxxx Interests. PECM represents that it is intimately familiar with E11 and E11GP and, accordingly (subject only to the representations and warranties expressly provided by Regional in this Agreement) is likewise intimately familiar with the XxXxxxxx Interests, has had the opportunity to conduct such diligence, and take such other actions as it so desired in connection with the XxXxxxxx Interests and the transactions set forth herein. PECM was not induced by Regional or any other Person to enter into this Agreement or to agree to purchase the XxXxxxxx Interests, with PECM having independently determined to do the same. PECM hereby withdraws as a Member of Regional and waives, relinquishes and releases Regional, its direct and indirect members, managers, agents and representatives (including Regional, collectively, the “Regional Releasees”) from any and all claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities, and indemnities of any nature whatsoever, whether based on contract, tort, statute, or other legal or equitable theory of recovery, whether known or unknown, asserted or unasserted, which as of the Effective Date, PECM had, now has, could have, or claims to have against the Regional Releasees in any manner related to Regional.
Xxxxxxxx Interests. On account of extraordinary services performed by Xxxxx Xxxxxxxx in connection with the procurement of, and negotiation of favorable terms with regard to, certain agreements and leases acquired by Pannonian, Pannonian has reserved and has transferred and assigned or will transfer and assign to Xxxxx Xxxxxxxx and/or entities affiliated with Xxxxx Xxxxxxxx (Xxxxx Xxxxxxxx and such entities collectively referred to as "Xxxxxxxx") certain overriding royalty interests (the "Xxxxxxxx Interests"), all as more particularly delineated in the Final Settlement Terms. Accordingly, each of the Participants acknowledges and agrees that the Xxxxxxxx Interests will be deducted before any overriding royalty is allocated to any of the Participants.
Xxxxxxxx Interests. 1. Each of the SUBI Certificates has been duly registered in the name of the Indenture Trustee and all other action necessary (including the filing of UCC-1 financing statements) to protect and perfect the Indenture Trustee's security interest in the Collateral now in existence and hereafter acquired or created has been duly and effectively taken.
2. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Noteholders in connection with this Indenture.
3. This Indenture constitutes a valid and continuing Lien on the Collateral in favor of the Indenture Trustee on behalf of the Noteholders, which Lien will be prior to all other Liens (other than Permitted Liens), will be enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. All action necessary to perfect such prior security interest has been duly taken.
4. Except for a change made pursuant to Section 8.19, the Issuer's principal place of business and chief executive office shall be at: 000 Xxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxx 00000, and the place where its records concerning the Collateral are kept is at: 000 Xxxxx Xxxx, Suite 205-11, Wilmington, Delaware 19803. The Issuer does not transact, and has not transacted, business under any other name.
5. All authorizations in this Indenture for the Indenture Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements, and other instruments with respect to the Collateral are powers coupled with an interest and are irrevocable.
Xxxxxxxx Interests. 1. KATWV shall grant a first priority security interest to WVEDA by proper Security Agreement dated as of the date hereof, and a related UCC-1 Financing Statement to be filed with the Office of the Secretary of State of the State of West Virginia on or about the date hereof (together with all amendments, renewals, extensions, substitutions and modifications thereof, collectively, the “WVEDA Security Agreement”) in the Equipment, all products and proceeds thereof, and all benefits and proceeds payable under any and all insurance policies covering the foregoing including without limitation the return of unearned collateral insurance policy premiums covering the foregoing, to secure all principal, accrued interest and other sums due and owing to WVEDA under the WVEDA Loans and the performance of all obligations of the Borrowers under the WVEDA Loan Documents (as hereinafter defined).
2. KATWV shall grant a first priority deed of trust lien on the Property to WVEDA by proper Credit Line Deed of Trust and Fixture Filing dated as of the date hereof (together with all amendments, renewals, extensions, substitutions and modifications thereof, the “WVEDA Deed of Trust”), to secure all principal, accrued interest and other sums due and owing to WVEDA under the WVEDA Loans and the performance of all obligations of Borrowers under the WVEDA Loan Documents.
Xxxxxxxx Interests. No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.
Xxxxxxxx Interests
