Common use of Determination of Amounts of Obligations Clause in Contracts

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Creditor (with respect to the Obligations owed to such Creditor); provided, however, that if, notwithstanding the request of the Collateral Agent, any Creditor shall fail or refuse within ten business days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Actionable Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any others; provided, further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor of such determination and thereafter shall correct any error that such Creditor brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company or any Subsidiary, any Creditor or any other person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. (a) Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations Secured Obligations, the Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Creditor (with respect to applicable Secured Party or its Representative, which shall be conclusive in the Obligations owed to such Creditor); provided, however, that ifabsence of manifest error. If, notwithstanding the request of the Collateral Agent, any Creditor applicable Secured Party shall fail or refuse within ten business days of such request promptly to certify as to the existence or amount of any Obligations Secured Obligations, Principal Obligations, any Commitments or any portion thereof owed to it or the existence of any Actionable Defaultthereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersBorrower; provided, further, provided that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor Secured Party of such determination and thereafter shall correct any error that the Borrower or such Creditor Secured Party or its Representative brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence this Section 3.2 (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company or any SubsidiaryNOVA Party, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, entitled to make such determination on the basis of one or more certificates of any Creditor (with respect to the Obligations owed to such Creditor)applicable Representative or Holder; provided, however, provided that if, notwithstanding the request of the Collateral Agent, -------- any Creditor applicable Representative or Holder shall fail or refuse within ten business days of such request promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof owed to it or the existence of any Actionable Defaultthereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretionsole discretion exercised in good faith, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersBorrower; provided, further, provided further that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Creditor Representative or Holder of such determination and thereafter shall correct any error that such Creditor Representative or Holder brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company Borrower or any Subsidiary, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, entitled to make such determination on the basis of one or more certificates of any Creditor (with respect to the Obligations owed to such Creditor)applicable Representative or Holder; provided, however, provided that if, notwithstanding the request of the Collateral Agent, -------- any Creditor applicable Representative or Holder shall fail or refuse within ten business days of such request promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof owed to it or the existence of any Actionable Defaultthereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretionsole discretion exercised in good faith, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersBorrower; provided, further, provided further that, promptly following determination of any such amount, the ---------------- Collateral Agent shall notify such Creditor Representative or Holder of such determination and thereafter shall correct any error that such Creditor Representative or Holder brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company Borrower or any Subsidiary, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Creditor (with respect to the Obligations owed to such Creditor); provided, however, that if, notwithstanding the request of the Collateral Agent, any Creditor shall fail or refuse within ten twenty (20) business days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Actionable Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable sole discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersCompany; provided, further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor of such determination and thereafter shall correct any error that such Creditor brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Company Credit Parties or any Subsidiary, any Creditor or any other person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations Obligations, Loans or Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, entitled to make such determination on the basis of and shall be entitled to conclusively rely upon one or more certificates of any Creditor (with respect to the Obligations owed to such Creditor)applicable Administrative Agent or Lender; provided, however, provided that if, notwithstanding the request of the Collateral Agent, any Creditor applicable Administrative Agent or Lender shall fail or refuse within ten business days of such request promptly to certify as to the existence or amount of any Obligations Obligations, Loans or Commitments or any portion thereof owed to it or the existence of any Actionable Defaultthereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable sole discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor Borrower or group of Creditors over any othersVesper; provided, further, provided further that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor Administrative Agent or Lender of such determination and thereafter shall use commercially reasonable means to correct any error that such Creditor Administrative Agent or Lender brings to the attention of the Collateral AgentAgent in the form of a written notice identifying such error and providing necessary information to correct it. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company Borrower, Vesper or any Subsidiary, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of specific written notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the Collateral Agent a Creditor is required to determine the existence or amount of any of the Subject Obligations or any portion thereof or the existence of any Actionable Default for any purposes of this Agreementthereof, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any other Creditor (with respect to the Subject Obligations owed to such other Creditor); provided, however, that if, notwithstanding the request of the Collateral Agenta Creditor (a “Requesting Creditor”), any other Creditor (a “Responding Creditor”) shall fail or refuse within ten business days of such request to certify as to the existence or amount of any Subject Obligations or any portion thereof owed to it or the existence of any Actionable Defaultit, the Collateral Agent Requesting Creditor shall be entitled to determine such existence or amount by such method as the Collateral Agent Requesting Creditor may, in its commercially reasonable sole discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersCompany; provided, further, that, promptly following determination of any such amount, the Collateral Agent Requesting Creditor shall notify such Responding Creditor of such determination and thereafter shall correct any error that such Responding Creditor brings to the attention of the Collateral Agentsuch Requesting Creditor. The Collateral Agent A Creditor may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Company or any of its Subsidiary, any Creditor or any other person as a result of any action taken by the Collateral Agent such Creditor based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever ---------------------------------------- the Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, entitled to make such determination on the basis of one or more certificates of any Creditor (with respect to the Obligations owed to such Creditor)applicable Representative or Holder; provided, however, provided that if, notwithstanding the request of the Collateral Agent, -------- any Creditor applicable Representative or Holder shall fail or refuse within ten business days of such request promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof owed to it or the existence of any Actionable Defaultthereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretionsole discretion exercised in good faith, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersBorrower; provided, further, provided further that, promptly -------- ------- following determination of any such amount, the Collateral Agent shall notify such Creditor Representative or Holder of such determination and thereafter shall correct any error that such Creditor Representative or Holder brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company Borrower or any Subsidiary, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Actionable Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Creditor Secured Party (with respect to the Obligations owed to such CreditorSecured Party); provided, however, that if, notwithstanding the request of the Collateral Agent, any Creditor Secured Party shall fail or refuse within ten business days Business Days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Actionable Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersBorrower; provided, provided further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor Secured Party of such determination and thereafter shall correct any error that such Creditor Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Company Loan Parties or any Subsidiaryits Subsidiaries, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Actionable Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Creditor Secured Party (with respect to the Obligations owed to such CreditorSecured Party); provided, however, that if, notwithstanding the request of the Collateral Agent, any Creditor Secured Party shall fail or refuse within ten business days Business Days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Actionable Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersCompany; provided, provided further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor Secured Party of such determination and thereafter shall correct any error that such Creditor Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Company Credit Parties or any Subsidiaryits Subsidiaries, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent Agent, based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, entitled to make such determination on the basis of one or more certificates of any Creditor the Lender Agent (with respect to the Obligations owed Lender Obligations), the Interim Lender Agent (with respect to such Creditorthe Interim Lender Obligations, or any of them) and the Dawsxx Xxxstee (with respect to Holder Obligations); provided, however, that if, notwithstanding the request of the Collateral Agent, any Representative Creditor shall fail or refuse within ten business days five Business Days of such request to certify as to the existence or amount of any outstanding Obligations or any portion thereof owed to it or the existence of any Actionable DefaultPerson on whose behalf it acts thereunder, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable sole discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersBorrower; provided, further, however, that, promptly following determination of any such amountamount pursuant to the foregoing proviso, the Collateral Agent shall notify such the affected Representative Creditor of such determination and thereafter shall correct any error that such Representative Creditor brings to the attention of the Collateral AgentAgent as promptly as practical, but in any event, within three Business Days. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company Borrower or any Subsidiaryother Grantor, any Representative Creditor or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Actionable Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Creditor Secured Party (with respect to the Obligations owed to such CreditorSecured Party); provided, however, that if, notwithstanding the request of the Collateral Agent, any Creditor Secured Party shall fail or refuse within ten business days Business Days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Actionable Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any othersCompany; provided, provided further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor Secured Party of such determination and thereafter shall correct any error that such Creditor Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Company Credit Parties or any Subsidiaryits Subsidiaries, any Creditor Secured Party or any other person Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.