The Liabilities. 5.1 Subject to the consent where necessary of other contracting parties (which the Parties hereto shall use their reasonable best efforts to obtain) SAVVIS shall as from the Effective Date assume, perform and discharge all Liabilities. If it proves impossible to obtain any such consent in relation to any of the Liabilities, SAVVIS will assume, perform and discharge such Liability as agent for and on behalf of Seller and will indemnify Seller accordingly. Seller will indemnify SAVVIS for contractual liabilities for goods or services delivered prior to the Effective Date.
The Liabilities. Indemnification of liabilities incurred by the Insured in the course of undertaking the Insured Projects as defined herein.
The Liabilities. As used in this Mortgage, the term “Liabilities” means and includes all of the following: the principal of and interest on the Note, the Bond and any and all other amounts which may at any time be or become due or owing under this Mortgage, the Indenture and the Financing Agreement; all indebtedness of any kind arising under, and all amounts of any kind which may at any time be or become due or owing to the Mortgagee under or with respect to any of the Loan Documents; all of the covenants, obligations and agreements (and the truth of all representations and warranties) of the Mortgagor in, under or pursuant to the Loan Documents; any and all advances, costs or expenses paid or incurred by the Mortgagee to protect any or all of the Collateral (hereinafter defined), performance of any obligation of the Mortgagor hereunder or collection of any amount owing to the Mortgagee which is secured hereby; any and all other liabilities, obligations and indebtedness, howsoever created, arising or evidenced, direct or indirect, absolute or contingent, recourse or “nonrecourse,” now or hereafter existing or due or to become due, owing by the Mortgagor to the Mortgagee; interest on all of the foregoing; all costs (including, without limitation, attorneys’ fees and expenses) incurred by the Mortgagee or the Trustee in the enforcement and collection of the amounts due under the Loan Documents, and the other documents, instruments, obligations and liabilities described hereinabove; and all renewals, extensions, amendments, and substitutions of the above whether or not Mortgagor executes any renewal or extension agreement.
The Liabilities. The Liabilities referred to in Section 2.1 above shall include, without limitation, all of the following:
The Liabilities. For purposes of determining the amount of any Losses resulting from, relating to or arising out of a breach of any representation or warranty or of any covenant, any such representation, warranty or covenant that is qualified by Material Adverse Effect, materiality or similar qualifier (including dollar thresholds) shall be read and given effect as if no such qualifier is contained therein.
The Liabilities. As used in this Mortgage, the term “Liabilities” means and includes all of the following:
The Liabilities. (f) To exercise all or any of the rights, remedies, powers, privileges, and discretions under all or any of the Loan Documents.
The Liabilities. All of such fees, costs and expenses may, in Lender's sole discretion, be paid by Lender on Borrower's behalf, and such payments by Lender shall constitute principal of the Loan, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to the Loan hereunder. All checks, drafts, instruments and other items of payment or proceeds of Chattel Paper or other Collateral shall be endorsed by Borrower to Lender (or its designee), and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or proceeds of Chattel Paper or other Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any amounts owed to Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower's mail is deposited, and open and process all mail addressed to Borrower and deposited therein.
The Liabilities. (i) Upon any Event of Default, Borrowers unconditionally, and jointly and severally, promise to pay to Lender such amounts as are necessary to cure the Event of Default or, at the option of Lender as provided in Section 8.2 of this Agreement, Borrowers agree, jointly and severally, to pay the outstanding Liabilities in full.
