Examples of Exchanging Lender in a sentence
If, prior to the discovery by the Trust that Shares have been Transferred to the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 6.9.10(d), such excess shall be paid to the Charitable Trustee upon demand.
The cancellation, termination and extinguishment of the Exchanged Loans as set forth herein by the Exchanging Lender shall be made against delivery to the Note Purchaser, of one or more definitive certificates representing the Additional Securities (the “Definitive Notes”).
As soon as practicable upon delivery of such Definitive Notes and in no event more than one (1) business day after the Closing Date, the Issuer shall make payment of the Fees by wire transfer in immediately available funds to the account(s) specified by the Exchanging Lender on or prior to the date hereof to the Issuer.
Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Exchanging Lender, the Note Purchaser, the directors, officers, employees, affiliates and agents of the Exchanging Lender or Note Purchaser, or by any person who controls the Exchanging Lender or Note Purchaser, in any court of competent jurisdiction in the Cayman Islands and the jurisdiction of incorporation of any Subsidiary Guarantor.
The Issuer, the Guarantors, the Exchanging Lender and the Note Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Exchanging Lender and Note Purchaser were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.
The obligations of the Exchanging Lender and Note Purchaser to contribute pursuant to this Section 9 are several, and not joint.
If any such Taxes are required by Law to be deducted or withheld in connection with such payments, the Issuer and the Guarantors shall increase the amount paid to the Exchanging Lender or the Note Purchaser so that the full amount of such payments as agreed herein is received by the Exchanging Lender or the Note Purchaser.
The parties agree that any Tax (including income, profits, franchise or similar Taxes) in respect of the Fees shall be payable by the Exchanging Lender.
If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Exchanging Lender or the Note Purchaser by notice to the Issuer at any time on or prior to the date hereof, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 8 and 9 hereof shall at all times be effective and shall survive such termination.
The Issuer and the Guarantors hereby waive and release, to the fullest extent permitted by Law, any claims that the Issuer and the Guarantors may have against the Exchanging Lender and Note Purchaser with respect to any breach or alleged breach of fiduciary duty.