Disgorged Payments. Each Guarantor further agrees that, if at any time all or any part of any payment theretofore applied by the Agent or the Banks to any of the Guaranteed Liabilities is or must be rescinded or returned by the Agent or the Banks for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Company or any Guarantor), such Guaranteed Liabilities shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Agent or the Banks, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Guaranteed Liabilities, all as though such application by the Agent or the Banks had not been made.
Disgorged Payments. If after receipt of any payment of all or any part of the Obligations, Bank is for any reason compelled to surrender such payment to any person or entity because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any reason, this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by Bank in reliance upon such payment, and any such contrary action so taken shall be without prejudice to Bank's rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable.
Disgorged Payments. To the extent any payment of Credit Agreement Obligations (whether by or on behalf of any Venus Credit Party or any Company Credit Party as proceeds of security or enforcement of any right of set off or otherwise) is (a) declared to be fraudulent or preferential, (b) set aside, or (c) required to be paid to a trustee, receiver or other similar party under any applicable bankruptcy or insolvency law, then, if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Credit 115 Agreement Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
Disgorged Payments. If any payment received by the Administrative Agent for the account of the LC Issuer pursuant to Section 2.09(i)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the LC Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the LC Issuer its Applicable Revolving Loan Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
Disgorged Payments. To the extent any payment of Senior Obligations (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any applicable bankruptcy or insolvency law, then, if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
Disgorged Payments. SAVI hereby agrees that, at any time, if the Payoff Amount, or any part thereof, shall be rescinded or must otherwise be restored or returned by YA GLOBAL (the “Disgorged Payment”) for any reason whatsoever, including, without limitation, by reason of any judgment, decree or order of any court or administrative body, or upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of SAVI, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, SAVI, or any substantial part of any of its property, or otherwise, then such Disgorged Payment shall continue to be in effect or be reinstated, as the case may be, all as though such Disgorged Payment had not been made.
Disgorged Payments. Seller acknowledges that Buyer shall be entitled to the proceeds of any disgorgement, recovery or other return of distributions to Seller or Buyer or any of their respective Affiliates, successors or assigns that results from or in connection with any ORRI/NPI Claim (a “Disgorged Payment”), and Seller shall promptly (and in any event within three (3) Business Days) transfer any such Disgorged Payment received by Seller or any of its Affiliates to Buyer by wire transfer in immediately available funds.
Disgorged Payments. If after receipt of any payment of all or any part of the Obligations, Agent or any Purchaser is for any reason compelled to surrender such payment to any person or entity because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any reason, this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by Agent or any Purchaser in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the rights of Agent any Purchaser under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable.
Disgorged Payments. If, following the making by any Creditor (a "Paying Creditor") of any payment pursuant to Section 6.2, the amount obtained by the Paying Creditor which gave rise to such payment (the amount so obtained being herein called the "relevant amount") or any part of the relevant amount is required to be repaid by the Paying Creditor to the Company, any of the Guarantors or any other Person, the Collateral Agent (if it shall then hold the same) and each of the other Creditors which has received any part thereof (each, a "Sharing Creditor") shall promptly (and in any event within five (5) business days after its receipt of notification from the Collateral Agent requiring such repayment, which notification the Collateral Agent shall dispatch promptly upon its determining the amount of the repayment required from the relevant Sharing Creditor) repay the relevant amount or the part thereof received by the Collateral Agent or such Sharing Creditor, as the case may be, to the Paying Creditor together with such amount as is equal to the appropriate proportion of the interest, if any (in respect of the period during which the Collateral Agent or such Sharing Creditor (as the case may be) held such amount (or part thereof)), the Paying Creditor shall have been obliged to pay when repaying such relevant amount as aforesaid.
Disgorged Payments. To the extent any payment of Senior Obligations (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set off or otherwise) is (a) declared to be fraudulent or preferential, (b) set aside or (c) required to be paid to a trustee, receiver or other similar party under any applicable bankruptcy or insolvency law, then, if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
