Exercise of Certain Rights under the ▇▇▇▇▇▇ Agreements Clause Samples

Exercise of Certain Rights under the ▇▇▇▇▇▇ Agreements. (i) STLC, in its capacity as Seller under the Purchase Agreement, is making certain representations and warranties and undertaking certain payment obligations to Lessor in its capacity as Buyer under the Purchase Agreement 20
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Exercise of Certain Rights under the ▇▇▇▇▇▇ Agreements. (i) Lessee, in its capacity as Seller under the Purchase Agreement, is making certain representations and warranties and undertaking certain payment obligations to Lessor in its capacity as Buyer under the Purchase Agreement with respect to the Transponders. None of the provisions of the Purchase Agreement is, as such, incorporated in this Lease and LESSOR ACKNOWLEDGES THAT LESSEE, IN ITS CAPACITY AS LESSEE, HAS NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY TRANSPONDER, OR ANY PART THEREOF, IN THIS LEASE OR ANY OF THE OTHER OPERATIVE DOCUMENTS, INCLUDING, WITHOUT LIMITATION, AS TO THE TITLE, VALUE, COMPLIANCE WITH SPECIFICATIONS, CONDITION, DESIGN, QUALITY, DURABILITY, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF SUCH TRANSPONDER, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH TRANSPONDER OR ANY PART THEREOF, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE OPERATIVE DOCUMENTS. The foregoing is not in any way intended to, nor shall it be deemed to, limit or otherwise affect the obligations or representations or warranties of Lessee under Section 4.01 or Article VI of the Participation Agreement, of Seller under the Purchase Agreement or the Participation Agreement or of Contractor under the Service Agreement. (ii) Lessor hereby agrees that so long as no Event of Default shall have occurred and be continuing with respect to a Transponder, Lessor shall not exercise, during the Lease Term for such Transponder, any of its rights under the ▇▇▇▇▇▇ Agreements in respect of such Transponder, including any of its rights to any indemnity or other payments (other than rights to payment representing downward adjustment to the purchase price of the Transponders pursuant to Section 2.03 of the Purchase Agreement) with respect to such Transponder; provided that Lessee cannot waive the -------- obligations of Seller or Contractor, and Lessor may exercise any rights and remedies it might have, under Sections 5.01, 5.03, 5.05, 8.01, 10.02, 15.10, 15.12 and the last sentence of 15.16 of the Purchase Agreement and under Article 7 and Sections 2.1(b), 4.1, 4.2, 4.5, 4.7, 6.3, 6.4, 13.10 and 13.12 of the Service Agreement; provided, in addition that, -------- -- -------- notwithstanding anything to the...
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Related to Exercise of Certain Rights under the ▇▇▇▇▇▇ Agreements

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Reservation of Stock Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Subordinated Debt, except for (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any Permitted Refinancing Debt in respect of such Subordinated Debt permitted under Section 6.1 and (iii) the conversion of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0.