Net Obligations Sample Clauses

Net Obligations. We shall not be obliged to Transfer Applicable Margin to you if you have a net exposure to us. You agree that all margining will be "one way” for our benefit.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Net Obligations. 3.3.1 Notwithstanding any other provision of this Lease, this Lease is a net lease and the Rental shall be paid without notice or demand, and without counterclaim, setoff, defense, suspension or deferment, of any kind, and without deduction, abatement or diminution of any kind. This Lease shall not terminate (except as may be expressly set forth herein), and Tenant shall not have any right to terminate or avoid this Lease or be entitled to the abatement (in whole or in part) of any Rental or rents hereunder or any reduction thereof, nor shall the obligations and liabilities of Tenant hereunder be in any way affected for any reason, including without limitation: (i) any defect in, damage to, destruction of, or (subject to the terms of Article 28 hereof) condemnation of any part of the Premises; (ii) any restriction of or interference with any use of the Premises or action by Government Authorities or third parties; (iii) any matter affecting title to, or any eviction by Government Authorities or third parties from the Premises; (iv) any proceeding relating to Landlord or action taken with respect to this Lease by any trustee or receiver of any successor to Landlord or by any court in any proceedings; (v) any failure by Landlord to perform or comply with this Lease or any other agreement or business dealings with Tenant; (vi) impossibility or illegality of performance by Tenant; or (vii) any other similar occurrence whatsoever, whether or not Tenant shall have notice or knowledge of any of the foregoing. The obligations of Tenant hereunder shall be separate and independent covenants and agreements. Each payment made by Tenant to Landlord pursuant to this Lease shall be final and Tenant shall not seek to recover all or any part of such payment from Landlord for any reason whatsoever.
Sample 1
Net Obligations. The indemnity obligations of the Parties under this Annex E shall be net of any accruals or reserves reflected in the ABB Ltd Business 1998 Accounts and the ALSTOM Business 1998 Accounts. Further , any indemnification payments made hereunder shall be reduced to take into account any Tax Benefits currently realized by the Indemnified Party arising in respect of the Liabilities covered by such indemnification, net of any additional Taxes required to be paid by the Indemnified Party as a result of receipt or accrual of the indemnity payment, it being understood and agreed that, except as otherwise required by law, the parties intend to treat any indemnification payment as a contribution to capital or adjustment to purchase price.
Sample 1
Net Obligations. Net Obligations (as defined below), as of the Closing Date, shall not be in excess of $10,000,000. "NET OBLIGATIONS" shall mean the aggregate of (i) all Indebtedness of Group and the Subsidiaries as of the Closing Date PLUS (ii) the costs associated with discharging such indebtedness PLUS (iii) the fees and expenses relating directly to the transaction contemplated by this Agreement owing to DLJ, Xxxx Xxxx Xxxx & Freidenrich LLP and KPMG Peat Marwick LLP (other than those fees and expenses of KPMG Peat Marwick LLP that are attributable to its services rendered in connection with (A) making Sellers' audited financial statements available for inclusion in Purchaser's financing documents and (B) issuing a "comfort letter" with respect to certain other financial information to be included in Purchaser's financing documents (collectively, the "KPMG Financing Services Fees")) (all of which it is anticipated will be paid at Closing) PLUS (iv) $22,500, which equals Group's 50% share of the filing under the HSR Act for the transactions contemplated hereby (v) PLUS (if the Working Capital is less than $2,000,000) or MINUS (if the Working Capital is more than $2,000,000) the amount by which Working Capital as of the closing date varies from an agreed upon Working Capital target of $2,000,000. For purposes of the "Net Obligations" calculation, working capital will include, as an asset, approximately $590,000, which represents the federal tax loss generated by Sellers during the period from January 4, 1998 to November 30, 1998 and which Group may carry back, and, therefore, with respect to which Group may obtain a cash refund in such amount. In performing the computation set forth above, there shall be no duplicative counting. Group shall prepare and deliver to Purchaser on the fifth (5) business day prior to the Effective Date, a calculation of Net Obligations. Such calculation shall be accompanied by a certificate of the Chief Financial Officer of Group that such calculation was prepared in accordance with GAAP. Purchaser will be responsible for discharging at the Closing: (A) the Net Obligations described in clause (i) of this SECTION 9.2((o)) that are owed to Imperial Bank, (B) the Net Obligations described in clauses (ii) and (iii) of this SECTION 9.2((o)) and (C) the KPMG Financing Services Fees.
Sample 1

Related to Net Obligations

  • Joint Obligations A. The University and the student share the responsibility for ensuring the quality of life within the residence halls, their maintenance, furnishings and facilities, and for a physical environment secure from fire and other hazards. The University will work with students to promote effective security of persons and property in the residence halls.

  • Client Obligations 3.1 The Client shall:

  • Exit Obligations Upon (i) voluntary or involuntary termination of Employee’s employment or (ii) the Company’s request at any time during Employee’s employment, Employee shall (a) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, Company credit cards, network access devices, computers, cell phones, smartphones, equipment, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Employee, whether they were provided to Employee by the Company or any of its business associates or created by Employee in connection with Employee’s employment by the Company; and (b) delete or destroy all copies of any such documents and materials following return to the Company that remain in Employee’s possession or control, including those stored on any non-Company devices, networks, storage locations and media in Employee’s possession or control.

  • Debt obligations i. “Municipal securities,” defined as obligations (whether documented as securities or as loans) of a State, the District of Columbia, a U.S. territory, or a political subdivision thereof and including general obligations, limited obligation bonds, revenue bonds, and obligations that satisfy the requirements of section 142(b)(1) of the Internal Revenue Code of 1986 issued by or on behalf of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including any municipal corporate instrumentality of 1 or more States, or any public agency or authority of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including obligations of any of the foregoing types related to financing a 501(c)(3) organization. The purchase of any municipal security will be based upon the Investment Adviser’s assessment of an asset’s relative value in terms of current yield, price, credit quality, and future prospects; and the Investment Adviser will monitor the creditworthiness of the Fund’s portfolio investments and analyze economic, political and demographic trends affecting the markets for such assets. Eligible Assets shall include any municipal securities that at the time of purchase are paying scheduled principal and interest or if at the time of purchase are in payment default, then in the sole judgment of the Investment Adviser are expected to produce payments of principal and interest whose present value exceeds the purchase price.

  • Joint Obligation If there be more than one Tenant, the obligations hereunder imposed shall be joint and several.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Swap Obligations Neither the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations. The Company has undertaken its own independent assessment of its consolidated assets, liabilities and commitments and has considered appropriate means of mitigating and managing risks associated with such matters and has not relied on any swap counterparty or any Affiliate of any swap counterparty in determining whether to enter into any Swap Contract.

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

Time is Money Join Law Insider Premium to draft better contracts faster.