No Reduction in Payment or Performance Sample Clauses

No Reduction in Payment or Performance. All payments due to the Guaranteed Parties hereunder and all of the other terms, conditions, covenants and agreements to be observed or performed by the Guarantors hereunder, whether in respect of the Guaranteed Obligations or otherwise, shall be made, observed or performed by the Guarantors without any reduction whatsoever, including, without limitation, any reduction resulting from any defence, right of action, right of set-off or compensation, right of recoupment or counterclaim of any nature whatsoever that the Borrowers or the other Guarantors, as the case may be, may have or have had at any time against the Administrative Agent, a Guaranteed Party or any other Person whether with respect to this Agreement, the Credit Agreement, the other Operative Documents or otherwise other than the prior payment in accordance with the terms of the Operative Documents, of the Guaranteed Obligations (or any portion thereof).
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No Reduction in Payment or Performance. The payments required to be made under the terms hereof shall be made free and clear of any equities that may now or hereafter exist between any of the MF Parties, NL Crown, the Collateral Agent, the GAA Finance Parties and any other Person and such payments and all of the other terms, conditions, covenants and agreements to be observed or performed by Nalcor hereunder shall be made, observed or performed by Nalcor without any reduction whatsoever, including, without limitation, any reduction resulting from any defence, right of action, right of set-off or compensation, right of recoupment or counterclaim of any nature whatsoever that any one of them may have or have had at any time against any of the MF Parties, NL Crown, the Collateral Agent, the GAA Finance Parties or any other Person whether with respect to this Agreement, the Muskrat/LTA Project Finance Documents or otherwise.
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No Reduction in Payment or Performance. All payments due to the Agent and the Lenders or anyone thereof hereunder and all of the other terms, conditions, covenants and agreements to be observed or performed by the Guarantors under the Guarantee and Subordination Agreement, whether in respect of the Guaranteed Obligations or otherwise, shall be made, observed or performed by the Guarantors without any reduction whatsoever, including, without limitation, any reduction resulting from any defence, right of action, right of set-off or compensation, right of recoupment or counterclaim of any nature whatsoever that the Borrower or the Guarantors, as the case may be, may have or have had at any time against the Agent, a Lender or any other Person whether with respect to this Agreement, the Credit Agreement, the other Loan Documents or otherwise. Furthermore, each Guarantor assumes all risks of superior force, and consequently must execute its obligations hereunder in strict compliance with the terms of this Agreement notwithstanding the existence or occurrence of a superior force within the meaning given to such expression in Article 1693 of the Civil Code of Québec.
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No Reduction in Payment or Performance. The payments required to be made under the terms hereof shall be made free and clear of any equities that may now or hereafter exist between any of the LIL Parties, NL Crown, the Collateral Agent, the GAA Finance Parties and any other Person and such payments and all of the other terms, conditions, covenants and agreements to be observed or performed by the Contributing Parties hereunder shall be made, observed or performed by each of the Contributing Parties without any reduction whatsoever, including, without limitation, any reduction resulting from any defence, right of action, right of set-off or compensation, right of recoupment or counterclaim of any nature whatsoever that any one of them may have or have had at any time against any of the LIL Parties, NL Crown, the Collateral Agent, the GAA Finance Parties or any other Person whether with respect to this Agreement, the LIL Project Finance Documents or otherwise.
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Related to No Reduction in Payment or Performance

  • Death or Retirement Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with at least ten years of service.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of Termination).

  • Death, Disability or Retirement Subject to the provisions of Section 1 hereof, this Agreement shall terminate automatically upon the Executive's death, termination due to "Disability" (as defined below) or voluntary retirement under any of the Company's retirement plans as in effect from time to time. For purposes of this Agreement, Disability shall mean the Executive has met the conditions to qualify for long-term disability benefits under the Company's policies, as in effect immediately prior to the Effective Date.

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

  • Termination Due to Death or Permanent Disability If the Employment Period shall be terminated due to death or Permanent Disability of the Executive, the Executive (or his estate or legal representative) shall be entitled solely to the following: (a) Base Salary through the Date of Termination (paid on the Companies’ normal payroll date), and (b) medical benefits as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination in accordance with Section 4.04 and Section 13.14 herein.

  • Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

  • Termination Due to Disability or Death This Agreement shall terminate automatically upon the appointee’s death. If the appointee is unable to perform his/her essential job functions with or without reasonable accommodation, the University or appointee may terminate this Agreement.

  • Termination for Retirement or Death If Executive’s employment is terminated by reason of his retirement or death following a Change in Control, Executive’s benefits shall be determined in accordance with Company’s retirement, survivor’s benefits, insurance, and other applicable programs then in effect, and Executive shall not be entitled to any other benefits provided by this Agreement.

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