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.
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.
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.
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.
