Actions with Respect to Certain Agreements Sample Clauses

Actions with Respect to Certain Agreements. Except as otherwise consented to in writing by Purchaser, which consent may be withheld or granted in Purchaser's sole discretion, during the applicable Service Period: (a) With respect to each Underlying Service Agreement or Undesignated Agreement that either (i) expires upon the conclusion of its stated term prior to three months following the Election Date and contains a renewal option, (ii) that contains a right of Sellers which if timely exercised will prevent automatic renewal of such Underlying Service Agreement or Undesignated Agreement and which right will expire prior to the three months following the Election Date, then Sellers shall follow the written direction of Purchaser with respect to whether to renew or to exercise the right to prevent automatic renewal of such Underlying Service Agreement or Undesignated Agreement; provided, however that if Purchaser directs Sellers to renew an Underlying Service Agreement or Undesignated Agreement, any consideration payable to the counterparty of such Underlying Service Agreement or Undesignated Agreement and all reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses) of Sellers payable to other third parties incurred in connection with such renewal (or allowing such automatic renewal) shall be borne and, promptly upon demand by Sellers, paid by Purchaser. Sellers shall not agree to pay any such consideration or incur any such out-of-pocket expenses without the prior written consent of Purchaser; provided, however, that if Purchaser withholds such consent, Sellers shall not be obligated to take any action to renew such Underlying Service Agreement or Undesignated Agreement. (b) With respect to each Underlying Service Agreement or Undesignated Agreement that expires upon the conclusion of its stated term prior to three months following the Election Date and does not contain a renewal option, Purchaser shall have the right, in the name an on behalf of Sellers, and at Purchaser's expense, to seek to renew such Underlying Service Agreement or Undesignated Agreement. (c) Subject to Purchaser's compliance with the terms of this Agreement, Sellers shall (i) perform in all material respects their obligations under each Underlying Service Agreement or Undesignated Agreement, and (ii) not settle, release or forgive any claim or litigation or waive any right thereunder; provided that Sellers shall be deemed to have fully complied with clause (i) of this Section 2.3(c) (A) if Purchaser ...
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Actions with Respect to Certain Agreements. Except as otherwise consented to in writing by Level 3, which consent may be withheld or granted in Level 3’s sole discretion, during the ICG Service Period: (a) With respect to each ICG Underlying Service Contract that will or may expire during the ICG Service Period, ICG shall take such steps as are necessary to continue such ICG Underlying Service Contract or otherwise replace the services provided thereunder until the expiration of the ICG Service Period for the respective Number, POP, or Uncovered LATA, as applicable. (b) ICG shall (i) perform in all material respects its obligations under each ICG Underlying Service Contract, and (ii) not settle, release or forgive any claim or litigation or waive any right under any ICG Underlying Service Contract. (c) Upon reasonable request by ▇▇▇▇▇ ▇, ▇▇▇ shall provide Level 3 with additional information with regard to any of the ICG Underlying Service Contracts.
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Actions with Respect to Certain Agreements. With respect to Contracts and Leases with (I) Major Customers and Major Suppliers (excluding agreements for services under tariffs with Major Suppliers for an amount not in excess of $50,000 during their stated term) and (II) other Contracts and Leases which, in the case of this clause (II), require the annual payment or exchange of value of $100,000 or more (collectively, the "Section 5.1 Agreements"): (i) Sellers shall not materially amend or modify, or waive any material term of, any Section 5.1 Agreement, except for settlements of disputes with the counterparty of such Section 5.1 Agreement in the Ordinary Course of Business that are not reasonably expected to alter to the detriment of Purchaser the post-Assumption Date obligations of the parties under the Section 5.1 Agreement were it to become an Assumed Contract or an Assumed Lease as of the Closing Date. (ii) With respect to each Section 5.1 Agreement (other than Contracts with customers) that (x) expires upon the conclusion of its stated term prior to the Closing Date, (y) contains a renewal option that will expire prior to the Closing Date if not exercised, or (z) contains a right of Sellers which if timely exercised will prevent automatic renewal and which right will expire prior to the Closing Date: A. Sellers shall give Purchaser reasonable advance written notice of such expiration, but in any event, shall give such notice not less than ten (10) Business Days prior to such expiration date (or, if applicable, any earlier required notice date with respect to such expiration date) (the "Renewal Expiration Date") which notice shall specify: (1) the Section 5.1 Agreement; (2) the Renewal Expiration Date; and (3) whether Sellers intend to extend or renew such Section 5.1 Agreement or allow or cause such Section 5.1 Agreement to terminate or lapse. B. With respect to each Section 5.1 Agreement for which Sellers have indicated in the notice delivered pursuant to paragraph A above that their intention is to extend or renew such Section 5.1 Agreement, unless Purchaser shall, not less than five (5) Business Days prior to the Renewal Expiration Date have provided Sellers with a written request to allow, or cause, such Section 5.1 Agreement to expire (a "Lapse Request"), then Sellers shall: (1) In the case of Section 5.1 Agreements described in Section 5.1(b)(ii)(x), use commercially reasonable efforts to renew such Section 5.1
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Related to Actions with Respect to Certain Agreements

  • Representations with Respect to Rule 17f-5 The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

  • Obligations With Respect to Capital Stock Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no shareholder agreement, investor agreement, voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • Proceedings with Respect to Certain Assets and Liabilities (a) In connection with any investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the Receiver. (b) In addition to its obligations under Section 6.4, the Assuming Institution shall provide representatives of the Receiver access at reasonable times and locations without other limitation or qualification to (i) its directors, officers, employees and agents and those of the Subsidiaries acquired by the Assuming Institution, and (ii) its books and records, the books and records of such Subsidiaries and all Credit Files, and copies thereof. Copies of books, records and Credit Files shall be provided by the Assuming Institution as requested by the Receiver and the costs of duplication thereof shall be borne by the Receiver. (c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the Receiver such documents with respect to such Loan as the Receiver may request, including without limitation the following: (i) all related Credit Documents (other than certificates, notices and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of the transfer and the amount of interest, fees and other charges then accrued and unpaid thereon, and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche, microfilm and computer records (including but not limited to magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, or in the possession of the Assuming Institution or any Affiliate of the Assuming Institution relating to the transferred Loan.