Examples of Xxxxxxxxx Entities in a sentence
The Xxxxxxxxx Entities hereby acknowledge that a condition to the lenders’ willingness to provide the PNC Financing is Elk Creek agreeing to serve as borrower, the other Elk Creek Entities agreeing to serve as guarantors, and Ceralvo Holdings, LLC and Western Mineral Development, LLC agreeing to mortgage the Collateral as additional security, under the PNC Credit Facilities.
In furtherance of the foregoing, each of Seller, the Xxxxxxxxx Entities and the Buyer Parties hereby waives, from and after the First Closing and the Second Closing, as applicable, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have relating to the subject matter of this Agreement based upon predecessor or successor liability, contribution, tort, strict liability or any Law or otherwise, in each case except in the case of actual fraud.
As of the date of this Agreement, neither the Seller nor the Xxxxxxxxx Entities are aware of information that would give them a reasonable basis to believe that the disclosures set forth in the MLP SEC Documents with respect to the Gulf LNG Arbitration are no longer true.
Accordingly, the Xxxxxxxxx Entities agree that Elk Creek shall be entitled to equitable relief, including preliminary and permanent injunctions and specific performance, in the event the Xxxxxxxxx Entities breach or threaten to breach any of the provisions of this Agreement, without the necessity of posting any bond or proving special damages or irreparable injury.
In the event that the Xxxxxxxxx Entities have insufficient cash flow to service the indebtedness as it becomes due under the PNC Financing and subject to the terms and conditions of this Agreement, the Elk Creek Entities jointly and severally agree to pay the amounts required under the PNC Financing as and when they become due on behalf of the Xxxxxxxxx Entities.