Pursuant to Section 11 Sample Clauses

Pursuant to Section 11. 1(b) of the Base Indenture, you are hereby notified that:

Pursuant to Section 11. 1(b) of the Agreement, either Party may extend the Outside Date to October 26, 2016 by delivering notice to the other Party within three business days immediately prior to July 26, 2016 if the conditions set forth in Section 10.1(b) have not been satisfied or waived but all other conditions to the Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing). The Parties hereby agree (1) to waive the notice requirement in Section 11.1(b) of the Agreement, (2) to extend the Outside Date to October 26, 2016 effective immediately, and (3) neither Party has waived any other condition to extending the Outside Date set forth in Section 11.1(b) of the Agreement.

Pursuant to Section 11. 2(a) of the Credit Agreement, the Borrower notifies the respective parties hereto that its address for purposes of the Credit Agreement shall, as of the Supplement Effective Date, be: WMG Acquisition Corp. c/o Warner Music Group Corp. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Website: ▇▇▇.▇▇▇.▇▇▇

Pursuant to Section 11. 01 of the Guarantee, the undersigned hereby: (a) agrees with the Beneficiaries that this Joinder Agreement may be attached to the Guarantee and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Guarantee for all purposes and agrees to be bound by all of the terms thereof, in each case as of the date hereof; provided that the undersigned shall not be bound by Section 11.03 and Section 11.05 of the Guarantee, if and only if, and so long as, the undersigned is not an Affiliate of Carlyle Partners III, L.P.; (b) represents and warrants, as of the date hereof, to the Beneficiaries that each of the representations and warranties set forth in Sections 9.01, 9.02, 9.03, 9.04 and 9.06 of the Guarantee (provided, that, with respect to the undersigned, in the case of the representations and warranties set forth in Section 9.06, the reference therein to “Closing Date” shall mean the date hereof) is true and correct with respect to the undersigned as of the date hereof both immediately before and after giving effect to the execution and delivery of this Joinder Agreement; (c) represents and warrants to the Beneficiaries, as of the date hereof, that (x) no Tier 1 Default exists, (y) no Tier 2 Event of Default with respect to any of the Transferred Vessels shall have occurred and be continuing or shall result from the Merger and (z) no Guarantor shall have Knowledge that any event or circumstance that constitutes a Tier 2 Default has occurred and is continuing or shall result from the Merger; provided, however, that for purposes of applying clause (z) of this Section l(c) to a Change of Control Transaction (which the Merger constitutes), the reference to $2,000,000 in Section 14.01(b)(4) shall be deemed to be a reference to $5,000,000; and (d) without limiting the generality of clause (a) above, assumes and agrees to irrevocably and unconditionally guarantee in accordance with the Guarantee the due and punctual payment, performance and observance in full of all obligations, covenants and agreements contained in the Guarantee when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including obligations that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)).

Pursuant to Section 11. 04(a) of the Merger Agreement, this Amendment shall be effective and binding and the Merger Agreement shall be deemed amended upon its execution by all of the parties to the Merger Agreement. Except as expressly amended by Sections 1, 2, 3, 4 and 5 of this Amendment, all terms and provisions of the Merger Agreement shall be unmodified and remain in full force and effect. On and after the date hereof, each reference to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended hereby, and this Amendment and the Merger Agreement shall be read together and construed as a single instrument.

Pursuant to Section 11. 3 of the International Loan Agreement, Borrower agrees to pay on demand all costs and expenses of Bank in connection with the preparation, reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of course for Bank with respect thereto and with respect to advising Bank as to its rights and responsibilities under the International Loan Agreement, as hereby amended). In addition, Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery, filing or recording of this Amendment and the other instruments and documents to be delivered hereunder and agrees to save Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.

Pursuant to Section 11. 1(i) of the Credit Agreement, enclosed herewith [are copies of (i) the Annual Report of the Guarantor containing the consolidated balance sheet of the Guarantor and its Subsidiaries as at the close of the fiscal year of the Guarantor ended and consolidated statements of operations, cash flows and shareholders ___________________________ equity of the Guarantor and its Subsidiaries for such year, certified by the Guarantor's independent public accountants, and (ii) the Guarantor's most recent Form 10-K filed with the SEC.] [is a copy of the Guarantor's most recent [FORM 10-Q] [8-K] filed with the SEC.]

Pursuant to Section 11. 01(a) of the Loan and Servicing Agreement, the parties hereto agree to deliver to the Administrative Agent a copy of this Third Amendment. [SIGNATURE PAGES FOLLOW]

Pursuant to Section 11 b. of the Master Lease, Master Lessor is responsible to repair and maintain the roof, exterior walls, foundation and HVAC system (including distribution ducts) (provided that the cost of maintaining, repairing and replacing the HVAC system shall be included in Operating Expenses, pursuant to the terms of Section 6 of the Master Lease), unexposed portions of the building plumbing and electrical systems (except to the extent installed or modified by Sublessor or Sublessee), the Common Areas, and structural portions of the Building. Master Lessor also has the obligation to repair certain categories of items as provided in Section 17 of the Addendum to the Master Lease. Sublessor's sole obligation to Sublessee shall be to request performance of such obligations by Master Lessor. In the event Master Lessor breaches its obligations, Sublessor will assign to Sublessee its right to enforce such obligation and shall otherwise cooperate with Sublessee in connection therewith, provided, however, Sublessee, at its sole cost and expense, shall be responsible for enforcement thereof without reimbursement from Sublessor. Sublessee, not Master Lessor, shall be responsible for the repair of the roof and structural portions of the Building to the extent the need for maintenance or repair is caused in whole or in part by the act, neglect, fault or omission of any duty of Sublessee, its agents, servants, contractors, subcontractors, employees or invitees, in which case Sublessee shall pay to Sublessor the cost of the maintenance and repairs caused in whole or in part by Sublessee (except (i) to the extent the damage is covered by any insurance maintained by Master Lessor, or, (ii) if Master Lessor fails to maintain the insurance required to be maintained by Master Lessor pursuant to the terms of the Master Lease, to the extent the damage would have been covered by insurance, if Master Lessor had maintained the required insurance). There shall be no abatement of rent and no liability of Master Lessor or Sublessor by reason of any injury to or interference with Sublessee's business arising from the making of any repairs, alterations or improvements in or to the fixtures, appurtenances and equipment therein, provided that Sublessor shall request Master Lessor to use reasonable efforts to minimize the interruption of Sublessee's use and occupancy of the Premises in connection with its performance of the repairs and maintenance (although nothing contained herein shall be deemed