No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneida) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneida) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (b) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida County, New York, and neither the State of New York nor Oneida County, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage. (c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty (30) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 2 contracts
Sources: Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD), Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD)
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than OneidaBuffalo China) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than OneidaBuffalo China) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Erie County, New York, and neither the State of New York nor Oneida Erie County, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida Buffalo China to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida Buffalo China with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida Buffalo China the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 Article XIII of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 Article XVIII of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Buffalo China with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty (30) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than OneidaBuffalo China) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than OneidaBuffalo China) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than OneidaBuffalo China) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 2 contracts
Sources: Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD), Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD)
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency Issuer contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith or herewiththerewith, and any other instrument or document supplemental thereto hereto or heretothereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Issuer in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation any obligations of the State Town of Colonie, New York or Oneida County, New York, the State and neither the State Town of Colonie, New York nor Oneida County, New York the State shall be liable hereon or thereon, and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested complied with Section 516 hereof.
(D) The Issuer shall be entitled to the Agency advice of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in writing good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to take it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action sought in such order or decree of specific performanceunder any Financing Document, and thirty (30) days shall have elapsed from not be responsible for the date consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such requestevidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the Agency exercise of a right or power shall have refused affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees.
(E) In approving, concurring in or consenting to comply with such request (orany action or in exercising any discretion or in making any determination under the Indenture, if compliance therewith would reasonably be expected to take longer than thirty (30) daysthe Issuer may consider the interests of the public, which shall have failed to institute include the anticipated effect of any transaction on tax revenues and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice periodemployment, (2) if as well as the Agency refuses to comply with such request interests of the other parties hereto and the Agency's refusal to comply is based Bondholders; provided, however, that nothing herein shall be construed as conferring on its reasonable expectation that it will incur fees and expensesany Person other than the Trustee, the party seeking such order Bank and the Bondholders any right to notice, hearing or decree shall have placed participation in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expensesIssuer's consideration, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required nothing in this Section 55(C) 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not affect the full force and effect of an Event of Default unreasonably withhold any approval or consent to be given by it hereunder.
Appears in 2 contracts
Sources: Trust Indenture (Plug Power Inc), Trust Indenture (Mechanical Technology Inc)
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency Issuer contained herein and in any other instrument or document executed by the Issuer in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneida) or employee of the Agency Issuer in his or her individual capacity, and the members, officers, directors, agents (other than Oneida) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.thereby.
(b) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida County, New Yorkany other public corporation other than the Issuer, and neither no public corporation other than the State of New York nor Oneida County, New York Issuer shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Loan Agreement (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights Unassigned Rights). The Issuer shall survive a foreclosure not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this MortgageLoan Agreement, the Bonds or the Resolution, except only to the extent amounts are received for the payment thereof from the Institution under this Loan Agreement (except for revenues derived by the Issuer with respect to the Unassigned Rights), and except as may result solely from the Issuer’s own willful misconduct.
(c) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency Issuer refuses to comply with such request and the Agency's Issuer’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency Issuer refuses to comply with such request and the Agency's Issuer’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency Issuer and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the AgencyIssuer, furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Loan Agreement
No Recourse; Special Obligation. (a) The obligations and agreements Issuer will not be obligated to pay the Bonds except from payments made by the Company under this Loan Agreement. The issuance of the Agency Bonds will not directly or indirectly or contingently obligate the Issuer or the State to levy or pledge any form of taxation whatever. The Bonds do not now and shall never constitute a charge against the general credit of the Issuer.
(b) No recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained herein and or in the Indenture or in any other instrument or document executed by the Issuer in connection therewith with the transaction contemplated by this Loan Agreement, against any past, present or herewithfuture officer, employee or agent of the Issuer, or through the Issuer, or any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any other instrument such officer, employee or document supplemental thereto or heretoagent as such is hereby expressly waived and released as a condition of and in consideration for the execution of this Loan Agreement, shall be deemed the obligations Indenture and agreements the issuance of any of the AgencyBonds.
(c) Notwithstanding any provision of this Loan Agreement to the contrary, the Issuer shall not be obligated to take any action pursuant to any provision hereof unless (i) the Issuer shall have been requested to do so in writing by the Company or the Trustee, and not of (ii) if compliance with such request is reasonably expected to result in the incurrence by the Issuer (or any member, officer, directoragent, agent (other than Oneida) servant or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than OneidaIssuer) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby liability, fees, expenses or thereby.
(b) The obligations and agreements of other costs, the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida County, New York, and neither the State of New York nor Oneida County, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee Issuer shall have no recourse received from the party making such request security or indemnity satisfactory to the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty (30) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees Issuer for protection against all such liability expected to be incurred as a result and for the reimbursement of compliance with all such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force fees, expenses and effect of an Event of Default hereunderother costs.
Appears in 1 contract
Sources: Loan Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any memberdirector, officer, directoremployee, member, agent (other than Oneidathe Company) or employee representative of the Agency in ip his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute ▇▇▇▇.stitute or give rise to an obligation of the State of New York or Oneida County, New York, of the County of ▇▇▇▇▇▇▇▇ and neither the State of New York nor Oneida County, New York the County of ▇▇▇▇▇▇▇▇ shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute constitute: or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of · the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing · Writing to take the action sought in such order or decree of specific performance, and thirty (30ten ( 10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance con:ipliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its membersdirectors, officers, einployees, members, agents (other than Oneidathe Company) or employees representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall (a) shaU agree to indemnify, defend indemnify and hold harmless the Agency and its membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees against any liability incurred as a result representatives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide .
(d) The obligations and agreements of the indemnity and/or security required Company contained herein and any other instrument or document executed in this Section 55(C) connection herewith, and any other instrw11ent oi· document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company, and not of any member, direct or indirect beneficial owners, affiliates, paiiners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual c.apacity, and the members, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Company shall not affect the full force and effect be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
Sources: Leaseback Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any any· other instrument or document executed in connection therewith or herewith, and and�any other instrument or document supplemental thereto or hereto, shall be deemed be: deemep the obligations and agreements of the Agency, and not of any memberdirector, officer, directorempioyee, member, agent (other than Oneidathe Company) or employee representative of the Agency in his individual capacity, and the members, directors; officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability ·based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein �ontaim�d hereby. shall not constitute or give rise to an obligation of the State or of New York or Oneida County, New York, the County and neither the State of New York nor Oneida County, New York the County shall be liable hereon or thereon, and, furtherfw;ther, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitutelimited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of Agency's interest in the Real PropertyLand (except for. This Mortgage is specifically subordinate to the exercise revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Ri ts).
(c) No order or decree of specific performance with respect to respectto any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (30I 0) days shall have elapsed from the date of receipt of such request, ,· and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (30l 0) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond respond. within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.undertaking
Appears in 1 contract
Sources: Agent and Project Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) . The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State or of New York or Oneida Countythe County of Monroe, New York, and neither the State nor the County of New York nor Oneida CountyMonroe, New York York, shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Leased Premises (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) Unassigned Rights). No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed place, in an account with the Agency Agency, an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than OneidaCompany) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Suffolk County, New York, and neither the State of New York nor Oneida Suffolk County, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageFacility.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and in the other Basic Documents and any other instrument or document executed in connection therewith herewith or herewiththerewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneida) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe Town of Colonie, New York, and neither the State of New York nor Oneida Countythe Town of Colonie, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(cC) No order or decree of specific performance with respect respect, to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure EXHIBIT A DESCRIPTION OF THE LAND EXHIBIT B DESCRIPTION OF THE EQUIPMENT All Eligible Items acquired, constructed or installed and/or to provide be acquired, constructed or installed by or on behalf of the indemnity and/or security required Company, in connection with the completion of the Agency’s Lincoln Avenue Development, LLC Project located at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (also known as 891 1st Street), Watervliet in the Town of Colonie, Albany County, New York, and leased to the Company pursuant to this Section 55(CLease Agreement. THIS ASSIGNMENT TO COMPANY (the “Assignment to Company”) shall not affect dated as of , by and between TOWN OF COLONIE INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the full force State of New York having an office for the transaction of business located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, New York 12110 (the “Agency”) and effect LINCOLN AVENUE DEVELOPMENT, LLC, a limited liability company organized and existing under the laws of the State of New York (the “State”), having an Event office for the transaction of Default hereunderbusiness located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Company”).
Appears in 1 contract
Sources: Lease Agreement
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency Issuer contained herein and in the other Financing Documents and in any other instrument or document executed in connection therewith herewith or herewiththerewith, and any other instrument or document supplemental thereto hereto or heretothereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Issuer in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe Counties of ▇▇▇▇▇▇ and Washington, New York, and neither the State of New York nor Oneida Countythe Counties of ▇▇▇▇▇▇ and Washington, New York shall be liable hereon or thereon, and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Mortgaged Property (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights shall survive a foreclosure Unassigned Rights) and the other security pledged to the payment of this Mortgagethe Bonds.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder or thereunder shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten [10] days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it or any of its members, directors, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency Issuer and its members, directors, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the AgencyIssuer, shall furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide .
(D) The limitations on the indemnity and/or security required obligations of the Issuer contained in this Section 55(C7.10 by virtue of any lack of assurance or indemnity required by paragraph (C) hereof shall not affect be deemed to prevent the occurrence and full force and effect of an any Event of Default hereunderpursuant to Section 6.01 hereof.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Angiodynamics Inc)
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument instrwnent or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any memberdirector, officer, directoremployee, member, agent (other than Oneidathe Company) or employee representative of the Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State or of New York or Oneida County, New York, the County and neither the State of New York nor Oneida County, New York the County shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida A ency with respect to the Agency's Reserved Unassigned Rights shall survive a foreclosure of this Mortgage(as defined in the Leaseback · Agreement)).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party paity seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and ai1d the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably reasonable be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply compiy with such request and ai1d the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party paity seeking such order or decree shall sh.all have placed in an account with the Agency an amount or undertaking unde1taking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any ai1y of its membersdirectors, officers, employees, members, agents (other than Oneidathe Compai1y) or employees representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its directors, office1:s, employees, members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result representatives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance compiiance with such request. Any failure to provide .
(d) The obligatioris and agreements of the indemnity and/or security required Company contained herein and any other instrument or document executed in this Section 55(C) connection herewith, ai1d any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company, ai1d not of any member, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the company in his or their individual capacity, and the members, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Compai1y shall not affect the full force and effect be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any memberdirector, officer, directoremployee, member, agent (other than Oneidathe Company) or employee representative of the Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents ({other than Oneidathe Company) and employees or representatives of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State or of New York or Oneida County, New York, the County and neither the State of New York nor Oneida County, New York the County shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Unassigned Rights shall survive a foreclosure of this Mortgage.(as defined in the Leaseback Agreement))
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless tmless. (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty (30ten ( 10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably reasonable be expected to take longer than thirty (30ten ( 10) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its membersdirectors, officers, employees, members, agents (other than Oneidathe Company) or employees representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees against any liability incurred as a result representatives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide .
(d) The obligations and agreements of the indemnity and/or security required Company contained herein and any other instrument or document executed in this Section 55(C) connection herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company, and not of any member, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives ofthe company in his or their individual capacity, and the members, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Company shall not affect the full force and effect be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
No Recourse; Special Obligation. (aA) All covenants, stipulations, promises, agreements and obligations of the Issuer contained in this Loan Agreement, in the Bonds, in the other Financing Documents executed by the Issuer and in the other documents and instruments connected herewith or therewith, and in any documents supplemental thereto (collectively, the “Issuer Documents”) shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Issuer and not of any member, director, officer, agent, servant or employee of the Issuer in his individual capacity, and no recourse under or upon any obligation, covenant or agreement in the Issuer Documents contained or otherwise based upon or in respect of the Issuer Documents, or for any claim based hereon or thereon or otherwise in respect of this Loan Agreement or thereof, shall be had against any past, present or future member, director, officer, agent, servant or employee, as such, of the Issuer or of any successor entity or political subdivision or any Person executing any of the Issuer Documents on behalf of the Issuer, either directly or through the Issuer or any successor entity or political subdivision or any Person so executing any of the Issuer Documents on behalf of the Issuer, it being expressly understood that the Issuer Documents and the Bonds issued thereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any such member, director, officer, agent, servant or employee of the Issuer or of any successor entity or political subdivision or any Person so executing any of the Issuer Documents on behalf of the Issuer because of the creation of the indebtedness thereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Issuer Documents or implied therefrom; and that any and all such personal liability of, and any and all such rights and claims against, every such member, director, officer, agent, servant or employee because of the creation of the indebtedness authorized by the Issuer Documents, or under or by reason of the obligations, covenants or agreements contained in the Issuer Documents or implied therefrom, are, to the extent permitted by law, expressly waived and released as a condition of, and as a consideration for, the execution by the Issuer of the Issuer Documents and the issuance, sale and delivery of the Bonds.
(B) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneida) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneida) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the City of Kingsport, Tennessee, the State of New York Tennessee, or Oneida County, New Yorkany political subdivision of the State of Tennessee, and neither the City of Kingsport, Tennessee, the State of New York Tennessee nor Oneida County, New York any political subdivision of the State of Tennessee shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from this Loan Agreement and the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Issuer Documents (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency Issuer refuses to comply with such request and the Agency's Issuer’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency Issuer refuses to comply with such request and the Agency's Issuer’s refusal to comply is based on its reasonable expectation that it or any of its members, directors, officers, agents (other than Oneida) the Borrower), servants or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency Issuer and its members, directors, officers, directors, agents (other than Oneida) the Borrower), servants and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the AgencyIssuer, furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, directors, officers, directors, agents (other than Oneida) the Borrower), servants and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C11.10(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Loan Agreement (Domtar CORP)
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and any in the other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, Basic Documents shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein in the other Basic Documents shall not constitute or give rise to an obligation of the State of New York or Oneida Cortland County, New York, and neither the State of New York nor Oneida Cortland County, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageProject Facility.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder or under the other Basic Documents shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten [10] days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Lease Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto hereto or heretothereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneida) or employee of the Agency in his individual capacity, and the its members, officers, directorsemployees, agents (other than Oneida) the Company), representatives, successors, and employees of assigns in his/her individual capacity, and its members, officers, employees, agents (other than the Agency Company), representatives, successors, and assigns shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State of New York York, or Oneida Countythe City of Mount Vernon, New York, and neither the State of New York nor Oneida Countythe City of Mount Vernon, New York York, shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed place, in an account with the Agency Agency, an amount or undertaking sufficient sufficient, determined in the sole discretion of the Agency, to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or its any of its members, officers, employees, agents (other than Oneida) or employees the Company), representatives, successors, and assigns shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directorsemployees, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demandthe Company), representatives, successors, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees assigns against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Leaseback Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any memberdirector, officer, directoremployee, member, agent (other than Oneidathe Company) or employee representative of the Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency shall not be liable be· 1iable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State or of New York or Oneida County, New York, the County and neither the State of New York nor Oneida County, New York the County shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Unassigned Rights shall survive a foreclosure of this Mortgage(as defined in the Leaseback Agreement)).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably reasonable be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its membersdirectors, officers, employees, members, agents (other than Oneidathe Company) or employees representatives of the Agency shall be subject to potential liability, the party seeking se_eking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees against any liability incurred as a result representatives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request.
(d) The obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrun1ent or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company,. Any failure to provide and not of any member, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the indemnity and/or security required company in this Section 55(C) his or their individual capacity, and the members, direct or indirect beneficial owners, .affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Company shall not affect the full force and effect be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency Agency, if any, contained herein and in the other Bank Documents and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe Town of Colonie, New York, and neither the State of New York nor Oneida Countythe Town of Colonie, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (aA) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (bB) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) 10.14 shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and any in the other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, Basic Documents shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Real Estate Holding Company) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Real Estate Holding Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein in the other Basic Documents shall not constitute or give rise to an obligation of the State or the County of New York or Oneida CountyOnondaga, New York, and neither the State nor the County of New York nor Oneida CountyOnondaga, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageProject Facility.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder or under the other Basic Documents shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Real Estate Holding Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Real Estate Holding Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Real Estate Holding Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Underlying Lease
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and any in the other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, Basic Documents shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Real Estate Owner) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Real Estate Owner) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein in the other Basic Documents shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe County of Onondaga, New York, and neither the State of New York nor Oneida Countythe County of Onondaga, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageProject Facility.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder or under the other Basic Documents shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Real Estate Owner) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Real Estate Owner) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Real Estate Owner) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Underlying Lease
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency Lessor contained herein and in the other Leasing Documents and any other instrument instruments or document documents executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the AgencyLessor, and not of any member, officer, director, agent (other than Oneidathe Lessee) or employee of the Agency Lessor in his or her individual capacity, and the members, officers, directors, agents (other than Oneidathe Lessee) and employees of the Agency Lessor shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) . The obligations and agreements of the Agency Lessor contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe County of Saratoga, New York, and neither the State of New York nor Oneida Countythe County of Saratoga, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingLessor, but not limited torather shall constitute limited, special obligations of the Lessor payable solely from the revenues of the Lessor derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Lessor with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) Unassigned Rights). No order or decree of specific performance with respect to any of the obligations of the Agency Lessor hereunder shall be sought or enforced against the Agency Lessor unless (1A) the party seeking such order or decree shall first have requested the Agency Lessor in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Lessor shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten [10] days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2B) if the Agency Lessor refuses to comply with such request and the AgencyLessor's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Lessor an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3C) if the Agency Lessor refuses to comply with such request and the AgencyLessor's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Lessee) or employees shall be subject to potential liability, the party seeking such order or decree shall (a1) agree to indemnify, defend and hold harmless and defend the Agency Lessor and its members, officers, directors, agents (other than Oneidathe Lessee) and employees against any liability incurred as a result of its compliance with such demand, and (b2) if requested by the AgencyLessor, furnish to the Agency Lessor satisfactory security to protect the Agency Lessor and its members, officers, directors, agents (other than Oneidathe Lessee) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) 12.10 shall not affect the full force and effect of an Event of Default hereunderunder any of the Leasing Documents.
Appears in 1 contract
Sources: Lease Agreement (Ace Hardware Corp)
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency Issuer, if any, contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Issuer in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Saratoga County, New York, and neither the State of New York nor Oneida Saratoga County, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (aA) agree to indemnify, defend and hold harmless the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (bB) if requested by the AgencyIssuer, furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) 10.14 shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and in the other Basic Documents and any other instrument or document executed in connection therewith herewith or herewiththerewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Real Estate Owner) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneida) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe County of Onondaga, New York, and neither the State of New York nor Oneida Countythe County of Onondaga, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Estate Owner Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(cC) No order or decree of specific performance with respect respect, to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Real Estate Owner) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Real Estate Owner) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Real Estate Owner) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure EXHIBIT A DESCRIPTION OF THE LAND ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of ▇▇▇▇▇▇, County of Onondaga and State of New York, being part of Farm Lot 43 in said Town and being more particularly bounded and described as follows: BEGINNING at the northwesterly corner of lands appropriated by The People of the State of New York, Map ▇▇. ▇▇, ▇▇▇▇▇▇ ▇▇. ▇▇, said northwesterly corner being situate in the present northerly line of East Manlius Street - East Syracuse - Chittenango ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇ (▇▇▇▇▇ ▇▇, ▇▇▇) at its intersection with the easterly line of lands conveyed to provide the indemnity and/or security required in this Section 55(CNew York Central Railroad Company: THENCE North 05° 25' 00" East, along said easterly line, a distance of 1087.80 feet to an angle point therein; THENCE North 33° 28' 07" East, continuing along said easterly line, a distance of 350.0 feet to an angle point therein; THENCE North 80° 55' 50" East, along the southerly line of said lands conveyed to the New York Central Railroad Company (Con-Rail) shall not affect the full force and effect - ▇▇▇▇▇▇ Yard, a distance of an Event 212.91 feet to its intersection with westerly line of Default hereunder.Claymaster Drive;
Appears in 1 contract
Sources: Lease Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency Issuer contained herein and in the other Financing Documents and any other instrument instruments or document documents executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Issuer in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) . The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the State or of New York or Oneida Saratoga County, New York, and neither the State of New York nor Oneida Saratoga County, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not limited torather shall constitute limited, special obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) Unassigned Rights). No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder shall be sought or enforced against the Agency Issuer unless (1A) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten [10] days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2B) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3C) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a1) agree to indemnify, defend indemnify and hold harmless the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b2) if requested by the AgencyIssuer, furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Installment Sale Agreement (Spurlock Industries Inc)
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency Issuer contained herein and in any other instrument or document executed by the Issuer in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneida) or employee of the Agency Issuer in his or her individual capacity, and the members, officers, directors, agents (other than Oneida) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida County, New Yorkany other public corporation other than the Issuer, and neither no public corporation other than the State of New York nor Oneida County, New York Issuer shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise this Loan Agreement (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights Unassigned Rights). The Issuer shall survive a foreclosure not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this MortgageLoan Agreement, the Series 2020A Bonds or the Resolution, except only to the extent amounts are received for the payment thereof from the Institution under this Loan Agreement (except for revenues derived by the Issuer with respect to the Unassigned Rights), and except as may result solely from the Issuer’s own willful misconduct.
(c) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency Issuer refuses to comply with such request and the Agency's Issuer’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency Issuer refuses to comply with such request and the Agency's Issuer’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency Issuer and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the AgencyIssuer, furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Loan Agreement
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and any in the other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, Leasing Documents shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein in the other Basic Documents shall not constitute or give rise to an obligation of the State of New York or Oneida Essex County, New York, and neither the State of New York nor Oneida Essex County, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageProject Facility.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder or under the other Leasing Documents shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Project Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any memberdirector, officer, directoremployee, member, agent (other than Oneida) the Company), or employee representative of the Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency shall not be liable personally hereon or thereon .thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State or of New York or Oneida County, New York, the County and neither the State of New York nor Oneida County, New York the County shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act Unassigned Rights) (as that such term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking .seeking such order or decree shall first fist have requested the Agency in . writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its membersdirectors, officers, employees, members, agents (other than Oneidathe Company) or employees representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees against any liability incurred as a result representatives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request.
(d) The obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company, and not of any member, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and the members,. Any failure direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Company shall · not be liable personally hereon or thereon or be subject to provide the indemnity and/or security required any personal liability or accountability based upon or in this Section 55(C) shall not affect the full force and effect respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State or the County of New York or Oneida CountyOnondaga, New York, and neither the State nor the County of New York nor Oneida CountyOnondaga, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageProject Facility.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Underlying Lease
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto hereto or heretothereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe Village of Port Chester, New York, York and neither the State of New York nor Oneida Countythe Village of Port Chester, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Master Developer Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed place, in an account with the Agency Agency, an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than OneidaCompany) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Leaseback Agreement
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency Issuer contained herein and in the other Financing Documents and in any other instrument or document executed in connection therewith herewith or herewiththerewith, and any other instrument or document supplemental thereto hereto or heretothereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Issuer in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) . The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the State or of New York or Oneida Saratoga County, New York, and neither the State of New York nor Oneida Saratoga County, New York shall be liable hereon or thereon, and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not limited torather shall constitute limited, special obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights Unassigned Rights) and the other security pledged to the payment of the Bonds. The limitations on the obligations of the Issuer contained in this Section 7.14 by virtue of any lack of assurance required by Paragraph (B) hereof shall survive a foreclosure not be deemed to prevent the occurrence and full force and effect of this Mortgageany Event of Default pursuant to Section 6.01 hereof.
(cB) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, or if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, days shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, Issuer shall furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Spurlock Industries Inc)
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any memberdirector, officer, directoremployee, member, agent (other than Oneidathe Company) or employee representative of the Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State of New York or Oneida County, New York, of the County of ▇▇▇▇▇▇▇▇ and neither the State of New York nor Oneida County, New York the County of ▇▇▇▇▇▇▇▇ shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (30I 0) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its membersdirectors, officers, employees, members, agents (other than Oneidathe Company) or employees representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees against any liability incurred as a result representatives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide .
(d) The obligations and agreements of the indemnity and/or security required Company contained herein and any other instrument or document executed in this Section 55(C) connection herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company, and not of any member, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and the members, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Company shall not affect the full force and effect be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
Sources: Leaseback Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than OneidaBMC) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than OneidaBMC) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Cortland County, New York, and neither the State of New York nor Oneida Cortland County, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida BMC to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida BMC with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida BMC the provisions of the PILOT Payment in Lieu of Tax Agreement (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT Payment in Lieu of Tax Agreement and Section 6.3 Sections 5.3, 8.9, 10.2 and 10.4 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida BMC with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty (30) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than OneidaBMC) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than OneidaBMC) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than OneidaBMC) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C52(c) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents, and Security Agreement (BMC Industries Inc/Mn/)
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and any in the other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, Basic Documents shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein in the other Basic Documents shall not constitute or give rise to an obligation of the State or the County of New York or Oneida CountyOnondaga, New York, and neither the State nor the County of New York nor Oneida CountyOnondaga, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageProject Facility.
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder or under the other Basic Documents shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
Sources: Underlying Lease
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency and the Company contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and the Company and not of any memberdirector, 60310-016v8 officer, directoremployee, member, agent (other than Oneidathe Company) or employee representative of the Agency and the Company in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency and the Company shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State or of New York or Oneida County, New York, the County and neither the State of New York nor Oneida County, New York the County shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its membersdirectors, officers, employees, members, agents (other other· than Oneidathe company) or employees representatives of the Agency shall be subject to potential liability, the party seeking such .such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees against any liability incurred as a result representatives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a a· result of compliance with such request. Any failure to provide .
(d) The obligations and agreements of the indemnity and/or security required Company contained herein and any other instrument or document executed in this Section 55(C) connection herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company, and not of any member, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and the members, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or 60310-016v8 representatives of the Company shall not affect the full force and effect be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
Sources: Leaseback Agreement
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency Issuer contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith herewith or herewiththerewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Issuer in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe Counties of ▇▇▇▇▇▇ and Washington, New York, and neither the State of New York nor Oneida Countythe Counties of ▇▇▇▇▇▇ and Washington, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested the Agency Issuer in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Issuer shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency Issuer refuses to comply with such request and the AgencyIssuer's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the AgencyIssuer, furnish to the Agency Issuer satisfactory security to protect the Agency Issuer and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C11.10(C) shall not affect the full force and effect of an Event of Default hereunder.
Appears in 1 contract
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency Issuer contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith or herewiththerewith, and any other instrument or document supplemental thereto hereto or heretothereto, shall be deemed the obligations and agreements of the AgencyIssuer, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Issuer in his individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency Issuer contained herein and therein shall not constitute or give rise to an obligation any obligations of the State or the Counties of New York or Oneida County▇▇▇▇▇▇ and Washington, New York, and neither the State nor the Counties of New York nor Oneida County▇▇▇▇▇▇ and Washington, New York shall be liable hereon or thereon, and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingIssuer, but not rather shall constitute limited to, obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Issuer with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(cC) No order or decree of specific performance with respect to any of the obligations of the Agency Issuer hereunder (other than pursuant to Section 502 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Agency Issuer unless (1) the party seeking such order or decree shall first have requested complied with Section 515 hereof.
(D) The Issuer shall be entitled to the Agency advice of counsel (who may be counsel to any party or to any Bondholder) appointed with due care and shall be wholly protected as to any action taken or omitted to be taken in writing good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to take it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action sought in such order or decree of specific performanceunder any Financing Document, and thirty (30) days shall have elapsed from not be responsible for the date consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by this Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such requestevidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the Agency exercise of a right or power shall have refused affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of 108 funds or for other acts or defaults by any Person except by its own members, officers and employees.
(E) In approving, concurring in or consenting to comply with such request (orany action or in exercising any discretion or in making any determination under this Indenture, if compliance therewith would reasonably be expected to take longer than thirty (30) daysthe Issuer may consider the interests of the public, which shall have failed to institute include the anticipated effect of any transaction on tax revenues and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice periodemployment, (2) if as well as the Agency refuses to comply with such request interests of the other parties hereto and the Agency's refusal to comply is based Bondholders; provided, however, that nothing herein shall be construed as conferring on its reasonable expectation that it will incur fees and expensesany Person other than the Trustee, the party seeking such order Bank and the Bondholders any right to notice, hearing or decree shall have placed participation in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expensesIssuer's consideration, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required nothing in this Section 55(C) 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not affect the full force and effect unreasonably withhold any approval or consent to be given by it hereunder. [Balance of an Event of Default hereunder.page left blank]
Appears in 1 contract
Sources: Trust Indenture (Angiodynamics Inc)
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency Lessor contained herein and in the other Leasing Documents and any other instrument instruments or document documents executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the AgencyLessor, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency Lessor in his or her individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency Lessor shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) . The obligations and agreements of the Agency Lessor contained herein and therein shall not constitute or give rise to an obligation of the State of New York or Oneida Countythe County of Essex, New York, and neither the State of New York nor Oneida Countythe County of Essex, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, includingLessor, but not limited torather shall constitute limited, special obligations of the Lessor payable solely from the revenues of the Lessor derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida Lessor with respect to the Agency's Reserved Rights shall survive a foreclosure of this Mortgage.
(c) Unassigned Rights). No order or decree of specific performance with respect to any of the obligations of the Agency Lessor hereunder shall be sought or enforced against the Agency Lessor unless (1A) the party seeking such order or decree shall first have requested the Agency Lessor in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency Lessor shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten 10 days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2B) if the Agency Lessor refuses to comply with such request and the Agency's Lessor’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency Lessor an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3C) if the Agency Lessor refuses to comply with such request and the Agency's Lessor’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a1) agree to indemnify, defend and hold harmless and defend the Agency Lessor and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b2) if requested by the AgencyLessor, furnish to the Agency Lessor satisfactory security to protect the Agency Lessor and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) 12.10 shall not affect the full force and effect of an Event of Default hereunderunder any of the Leasing Documents.
Appears in 1 contract
Sources: Project Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto hereto or heretothereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his his/her individual capacity, and the members, officers, directors, agents (other than Oneidathe Company) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State of New York or Oneida Orange County, New York, York and neither the State of New York nor Oneida Orange County, New York shall be liable hereon or thereon, thereon and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to Constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed place, in an account with the Agency Agency, an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 55(C) shall not affect the full force and effect of an Event of Default hereunder.and
Appears in 1 contract
Sources: Leaseback Agreement
No Recourse; Special Obligation. (a) The obligations and agreements of the Agency contained herein and any other instrument or document executed in connection therewith or herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any memberdirector, officer, directoremployee, member, agent (other than Oneidathe Company) or employee representative of the Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than Oneidathe Company) and employees or representatives of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(b) The obligations and agreements of the Agency contained herein and therein hereby shall not constitute or give rise to an obligation of the State of New York or Oneida County, New York, of the County of ▇▇▇▇▇▇▇▇ and neither the State of New York nor Oneida County, New York the County of ▇▇▇▇▇▇▇▇ shall be liable hereon or thereon, and, further, such obligations and agreements shall shalI not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency, payable solely from the revenues of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, the revenues derived and to be derived from the sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(c) No order or decree of specific performance with respect to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1i) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty ten (3010) days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day periodrequest) or failed to respond within such notice period, (2ii) if the Agency refuses to to. comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such such· order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its membersdirectors, officers, employees, members, agents (other than Oneidathe Company) or employees representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend indemnify and hold harmless the Agency and its membersdirectors, officers, directors· employees· , members, agents (other than Oneidathe Company) and employees against any liability incurred as a result representqtives of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneida) and employees against all liability expected to be incurred as a result of compliance with ith .. such request. Any failure to provide .
(d) The obligations and agreements of the indemnity and/or security required Company contained herein and any other instrument or document executed in this Section 55(C) connection herewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Company, and not of any member, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and the members, direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Company shall not affect the full force and effect be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of an Event of Default hereunderany transaction contemplated hereby or thereby.
Appears in 1 contract
Sources: Leaseback Agreement
No Recourse; Special Obligation. (aA) The obligations and agreements of the Agency contained herein and in the other Basic Documents and any other instrument or document executed in connection therewith herewith or herewiththerewith, and any other instrument or document supplemental thereto or hereto, shall be deemed the obligations and agreements of the Agency, and not of any member, officer, director, agent (other than Oneidathe Company) or employee of the Agency in his individual capacity, and the members, officers, directors, agents (other than Oneida) and employees of the Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.
(bB) The obligations and agreements of the Agency contained herein and therein shall not constitute or give rise to an obligation of the State or the County of New York or Oneida CountyOnondaga, New York, and neither the State nor the County of New York nor Oneida CountyOnondaga, New York shall be liable hereon or thereon, and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Agency, and Mortgagee but rather shall have no recourse to constitute limited obligations of the Agency other than the Agency's interests in the Mortgaged Property, including, but not limited to, payable solely from the revenues of the Agency derived and to be derived from the lease, sale or other disposition of the Real Property. This Mortgage is specifically subordinate to the exercise Project Facility (except for revenues derived by the Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Agency's Reserved Rights shall survive a foreclosure of this MortgageUnassigned Rights).
(cC) No order or decree of specific performance with respect respect, to any of the obligations of the Agency hereunder shall be sought or enforced against the Agency unless (1) the party seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and thirty ten (3010) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than thirty (30) ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's ’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneidathe Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than Oneidathe Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure EXHIBIT A DESCRIPTION OF THE LAND All that tract or parcel of land situate in the Town of Cicero, County of Onondaga and State of New York, being part of Military Lot No. 82 in said Town, being part of lands conveyed to provide ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ by deeds recorded in the indemnity and/or security required Onondaga County Clerk’s Office in Book 4597 of Deeds at pages 64 and 70, bounded and described as follows: Beginning at the intersection of the northerly boundary of ▇▇▇▇▇▇▇ Road with the easterly boundary of Northern Boulevard (▇▇▇▇▇▇▇▇ Boulevard per deed) (C.R. No. 13); running thence N 14°25’58” W along said easterly boundary of Northern Boulevard (▇▇▇▇▇▇▇▇ Boulevard per deed) (C.R. No. 13), a distance of 233.14 feet to an angle point therein; thence N 24°07’08” W continuing along said easterly boundary of Northern Boulevard (▇▇▇▇▇▇▇▇ Boulevard per deed) (C.R. No. 13), a distance of 680.11 feet to the southerly boundary of ▇▇▇▇▇▇▇▇ Enterprises, LLC according to a map of said tract filed in the Onondaga County Clerk’s Office August 10, 2015 as Map No. 12064; thence S 89°00’00” E along said southerly boundary of ▇▇▇▇▇▇▇▇ Enterprises, LLC, a distance of 1213.81 feet to the westerly boundary of lands conveyed to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ by deed recorded in the Onondaga County Clerk’s Office in Book 4754 of Deeds at page 427; thence S 01°05’13” W along said westerly boundary of lands conveyed to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a distance of 684.11 feet to the northerly boundary of lands conveyed to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ by deed recorded in the Onondaga County Clerk’s Office in Book 2541 of Deeds at page 812; thence N 88°54’47” W along said northerly boundary of lands conveyed to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, a distance of 90.00 feet to the northwesterly corner thereof; thence S 01°05’13” W along the westerly boundary of said lands conveyed to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, a distance of 160.06 feet to said northerly boundary of ▇▇▇▇▇▇▇ Road; thence N 88°44’22” W along said northerly boundary of ▇▇▇▇▇▇▇ Road, a distance of 771.79 feet to the point of beginning. Subject to any easements and restrictions of record. EXHIBIT B DESCRIPTION OF THE EQUIPMENT All articles of personal property and all appurtenances by ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, Inc. d/b/a ▇▇▇▇▇▇ Cat (the “Company”), as agent of the Agency, or by any subagents, pursuant to this Section 55(CLease Agreement by and between Onondaga County Industrial Development Agency and the Company and now or hereafter attached to, contained in or used in connection with the Land or placed on any part thereof, though not attached thereto, including, but not limited to, pipes, screens, fixtures, heating, lighting, plumbing, ventilation, air conditioning, compacting and elevator plants, call systems, stoves, ranges, refrigerators, rugs, movable partitions, cleaning equipment, maintenance equipment, shelving, flagpoles, signs, waste containers, outdoor benches, drapes, blinds and accessories, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery; and together with any and all products of any of the above, all substitutions, replacements, additions or accessions therefor, and any and all cash proceeds or non-cash proceeds realized from the sale, transfer or conversion of any of the above. , by and between ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York having an office for the transaction of business located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Agency”) and ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, INC. D/B/A ▇▇▇▇▇▇ CAT, a corporation organized and existing under the laws of the State of New Hampshire and authorized to do business in the State of New York (the “State”) having an office for the transaction of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Company”). In consideration of the sum of Ten Dollars ($10.00), receipt and sufficiency of which is acknowledged, the Agency hereby sells, assigns and conveys to the Company all of the Agency’s right, title and interest in and to a certain lease to agency dated as of June 1, 2021 (the “Underlying Lease”) by and among the Company, as landlord, and the Agency, as tenant, whereby the Company granted to the Agency a leasehold interest in the parcel of the land more particularly described in Exhibit A attached thereto (the “Land”) and in and to all those buildings, improvements, structures and other related facilities affixed or attached to the Land now or in the future. The Company hereby agrees to indemnify the Agency as to any claims that have arisen heretofore or shall not affect arise hereafter under the full force Underlying Lease and effect of an Event of Default hereunderthis Assignment to Company.
Appears in 1 contract
Sources: Lease Agreement