Lender Claims Sample Clauses

Lender Claims. As of the Closing Date, (i) each of CTC's lenders and the trustees of the various Asset Pools currently being serviced by CTC, other than Sunrock, shall have agreed in writing to have their claims against the Acquired Companies limited to the collateral with respect to the debt associated with such Asset Pools and (ii) each such lender shall have agreed in writing that they have no other claims against any of the Acquired Companies other than ordinary post-petition non-bankruptcy expenses, or alternatively the Bankruptcy Court shall have entered an order to the same effect.
Lender Claims. The Noteholders shall have no duty to advise the First-Lien Agent or the Senior Lenders of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the First-Lien Agent or any of the Senior Lenders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any Noteholder or the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any Noteholder, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the First-Lien Agent or any of the Senior Lenders, it or they shall be under no obligation (w) to make, and the First-Lien Agent and the Senior Lenders or the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent and the Noteholders, as the case may be, shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.
Lender Claims. On the Effective Date, in full and final satisfaction of the Lender Claims: (i) all fees and expenses required to be paid pursuant to the Existing Credit Agreement shall be paid in full in cash; and (ii) each Existing Lender shall receive its pro rata share (according to the respective amount of the Lender Claims held by each Existing Lender) of (a) a $175 million Tranche A Term Loan Facility (the “Tranche A Term Loan Facility”), on the terms set forth in Schedule B hereto (the “Tranche A Term Loan Facility Term Sheet”); (b) a $100 million Tranche B Term Loan Facility, on the terms set forth in Schedule C hereto (together with the Tranche A Term Loan Facility Term Sheet, the “Term Loan Facilities Term Sheets”) (the “Tranche B Term Loan Facility,” and, together with the Tranche A Term Loan Facility, the “Term Loan Facilities”); and (c) the equity of Reorganized JRC, subject to dilution only by (i) the options to purchase shares of the common stock of Reorganized JRC (the “New Common Stock”) to be issued pursuant to the Post-Effective Date Management Incentive Plan (as defined below), (ii) the Revolving Facility Stock (as defined below), and (iii) the exercise of the Revolving Facility Warrants (as defined below).
Lender Claims. All Liens on the Common Collateral securing the Lender Claims shall be and remain first in priority to all Liens on the Common Collateral securing the Noteholder Claims for all purposes, whether or not such Lender Liens are subordinated to any Lien securing any other obligation of any Obligor.

Related to Lender Claims

  • Lender Obligations Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

  • No Lender Obligations (a) Notwithstanding the provisions of Subsections 1.1(h) and (n) or Section 1.2, Lender is not undertaking the performance of (i) any obligations under the Leases; or (ii) any obligations with respect to such agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents.

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

  • Priority Debt The Company will not at any time permit the aggregate amount of all Priority Debt to exceed 20% of Consolidated Net Worth (Consolidated Net Worth to be determined as of the end of the then most recently ended fiscal quarter of the Company).

  • Priority Indebtedness The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than:

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

  • Additional Obligations The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.

  • 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.

  • Priority Tax Claims On the Distribution Date, each holder of an Allowed Priority Tax Claim will receive (i) Cash equal to the unpaid portion of such Allowed Priority Tax Claim, (ii) such different treatment as agreed by the applicable Debtor and such holder in writing, or (iii) at the Reorganized Debtors' sole discretion, deferred Cash payments over a period not exceeding six years after the assessment date of such Allowed Priority Tax Claim, valued as of the Effective Date in an amount equal to such Allowed Priority Tax Claim.

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of Agent, for the ratable benefit of Agent and Lenders.