For purposes of Section. 9.1, a breach of a financial covenant contained in Sections 7.22-7.26 shall be deemed to have occurred as of any date of determination thereof by the Agent or as of the last day of any specified measuring period, regardless of when the Financial Statements reflecting such breach are delivered to the Agent.
For purposes of Section. 11.4 of this Agreement, BellSouth’s obligation to indemnify TCG shall include the obligation to indemnify and hold TCG harmless from and against any loss, cost, expense or liability arising out of a claim that TCG’s use, pursuant to the terms of this Agreement, of BellSouth’s facilities, equipment or software infringes the intellectual property rights of a third party. Should any such facilities, equipment or software, or any portion thereof, provided by BellSouth hereunder become, or, in BellSouth’s reasonable opinion, be likely to become the subject of a claim of infringement, or should BellSouth’s use thereof be finally enjoined, then BellSouth shall, at its expense, after consultation with TCG, (i) procure for TCG the right to continue using such facilities, equipment or software or portion thereof; or (ii) replace or modify such facilities, equipment or software or portion thereof to make it non-infringing, provided, however, that such replacement or modification shall be functionally equivalent to the facilities, equipment or software or portion thereof that is replaced or modified.
For purposes of Section. 19.5 the term “earned compensation” shall mean any and all monies paid to an employee by the Township, for which there is a pension contribution, under or pursuant to any provision of this Agreement and without regard to the date, time, or pay period in which the original obligation for such payment may have occurred.
For purposes of Section. 11.5 of this Agreement, TCG’s obligation to indemnify BellSouth shall include the obligation to indemnify and hold BellSouth harmless from and against any loss, cost, expense or liability arising out of a claim that BellSouth’s use, pursuant to the terms of this Agreement, of TCG facilities or equipment, including software, infringes the intellectual property rights of a third party. Should any such facilities or equipment, including software, or any portion thereof, provided by TCG hereunder become, or, in TCG’s reasonable opinion, be likely to become the subject of a claim of infringement, or should TCG’s use thereof be finally enjoined, then TCG shall, at its expense, after consultation with BellSouth, (i) procure for BellSouth the right to continue using such facilities, equipment or software or portion thereof; or (ii) replace or modify such facilities, equipment or software or portion thereof to make it non-infringing, provided, however, that such replacement or modification shall be functionally equivalent to the facilities, equipment or software or portion thereof that is replaced or modified.
For purposes of Section. 11.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.
For purposes of Section. 12.01, the Corporation shall be deemed to have paid the principal of and interest on Debt Securities of any series outstanding hereunder as and when the same shall have become due and payable, if the Company shall have irrevocably deposited or caused to be deposited in trust with the Trustee funds in cash and/or Governmental Obligations sufficient to provide for timely payment of principal of, premium, if any, and interest on the Debt Securities of such series to the stated maturity or redemption, as the case may be, the sufficiency of which shall be verified in a written report of a nationally recognized, independent public accounting firm acceptable to the Trustee; provided, however, that (i) in order to have money available on a payment date to pay principal or interest on the Debt Securities of such series, the Governmental Obligations shall be payable as to principal and interest on or before such payment date in such amounts as will provide the necessary money; and (ii) the Corporation shall obtain an Opinion of Counsel (which may be based on a ruling from, or published by, the Internal Revenue Service) to the effect that holders of Debt Securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and provided further, however, that notwithstanding the foregoing, with respect to any series of Debt Securities which shall at the time be listed for trading on The New York Stock Exchange, there shall be no deposit of funds in cash and/or in Governmental Obligations with the Trustee to pay the principal amount, the redemption price or any installment of interest in order to discharge the Corporation's obligation in respect of any such payment if at such time the rules of The New York Stock Exchange prohibit such deposit with the Trustee. The Corporation shall provide the Trustee an Officers' Certificate stating whether such series of Debt Securities is so listed at the time of such defeasance.
For purposes of Section. 5.1, the Actual Contract Price of a particular quantity of any Contract Goods ordered by HPG which Millxx failed to deliver shall equal the price fixed for such Contract Goods in accordance with Section 2.3 at the time such order was placed.
For purposes of Section. 2.2 (except as provided in Section 8(c) of Exhibit "A"), the term "Cause" shall mean (a) after 30 days' written notice, willful and continued failure to substantially perform duties assigned consistent with this agreement (other than any such failures resulting from physical or mental illness or death); (b) willful refusal to perform or discharge the duties or responsibilities assigned by the Board of Directors of PLC Systems Inc. provided the same are not illegal, unethical or inconsistent with the position of President and Chief Executive Officer of a corporation and the failure to agree to correct such refusal and perform such duties or responsibilities within two weeks (14 calendar days) after written notice of such failure and subsequent failure to perform; (c) conviction of a felony involving moral turpitude; (d) willful or prolonged absence from work not excused by disability; and (e) falseness of any warranty or representation by you herein or the breach of your obligations under this Agreement or your duties as an employee of the Company to the material detriment of the Company. During the pendency of any such dispute following your termination pursuant to subsection 2.3(a) or (b), the Company will pay you your full compensation plus any benefits provided in Section 4 of Exhibit "A" in effect just prior to the effective date of termination and until the dispute is resolved, but in any event, such payment shall not continue for more than
For purposes of Section. 11.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01. The Guarantors acknowledge and agree that to the extent their obligations hereunder become secured, the 110 4887-6582-6072 v.11 Lenders may exercise their remedies thereunder in accordance with the terms of the applicable security documents.
For purposes of Section. 13.1 of the Credit Agreement (Giving Notice), the address(es) and facsimile number(s) for the New Banks shall be as specified below their respective signature(s) on the signature pages of this Amendment.
