Parallel Debt Undertaking Clause Samples

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Parallel Debt Undertaking. (a) In order to ensure the validity and enforceability of Liens under the Dutch Collateral Documents for the benefit of the Secured Parties, each Loan Party hereby irrevocably and unconditionally undertakes (the resulting liabilities and obligations under that undertaking in respect of any amount, a “Parallel Debt Obligation”) to pay to the Collateral Agent amounts equal to and in the same currency as all amounts from time to time due and payable by it to any Secured Party under the Obligations. (b) Each Parallel Debt Obligation shall become due and payable at the same time as the corresponding Obligation. (c) The Parallel Debt Obligations shall be separate from and independent of the Obligations, so that the Collateral Agent will have its own independent right to demand payment of the Parallel Debt Obligations by a Loan Party. (d) The Parallel Debt Obligations shall be owed to the Collateral Agent in its own name and not as agent or representative of the Secured Parties. (e) Other than as set out in paragraph (f) below, the Parallel Debt Obligations shall not limit or affect the existence of the Obligations, for which the Secured Parties shall have an independent right to demand performance. (f) The rights of the Secured Parties to receive payment of the Obligations are several from the rights of the Collateral Agent to receive payment of the Parallel Debt Obligations, provided that: (i) payment by a Loan Party of its Parallel Debt Obligations in accordance with this Section shall to the same extent decrease and discharge the corresponding Obligations owing to the Secured Parties; and (ii) payment by a Loan Party of its corresponding Obligations in accordance with the terms of the relevant Loan Documents shall to the same extent decrease and discharge the relevant Parallel Debt Obligations.
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Parallel Debt Undertaking. 14.21.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Obligations. 14.21.2 For the purposes of taking and ensuring the continuing validity of security under those security documents subject to the laws of (or to the extent affecting assets situated in) Germany and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (a) each Obligor undertakes (such undertakings, the “Parallel Obligations”) to pay to the Agent amounts equal to all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”); (b) the Agent shall have its own independent right to demand and receive payment under the Parallel Obligations; (c) the Parallel Obligations shall, subject to clause (d) below, not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above, payment by the Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Parties and payment by an Obligor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Agent; (e) the Parallel Obligations are owed to the Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee; (f) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any Loan Document, the Agent undertakes to each of the Secured Parties not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties; and the Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations. 14.21.3 Upon complete and irrevocable satisfaction of the German Secured Obligations, the Agent shall without und...
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Parallel Debt Undertaking. 198203 Article X Miscellaneous 199204 Section 10.01
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Parallel Debt Undertaking. For purposes of (i) taking security in, or subject to the laws of, Germany and (ii) ensuring the continued validity of such security, each Secured Party and each Loan Party agrees: (a) Notwithstanding any other provision of this Agreement or any Loan Document, each Loan Party hereby irrevocably and unconditionally agrees to pay to Collateral Agent, as a creditor in its own right and not as a representative of the Secured Parties, an amount (the “Collateral Agent Parallel Debt Claim”) equal to each Corresponding Obligation owed by such Loan Party by itself under the Loan Documents as and when such Corresponding Obligation is due and payable under this Agreement or any other Loan Document or would be due and payable but for any discharge resulting from any failure of a Secured Party to take appropriate steps, in insolvency or similar proceedings affecting such Loan Party, to preserve its entitlement to be paid such Corresponding Obligation. Each Collateral Agent Parallel Debt Claim will be payable in the currency or currencies of the relevant Corresponding Obligations. (b) The Collateral Agent shall have its own independent right to demand and enforce payment of the Collateral Agent Parallel Debt Claim from a Loan Party, irrespective of any discharge of such Loan Party’s obligation to pay the Collateral Agent Parallel Debt Claim resulting from failure by Collateral Agent to take appropriate steps, in insolvency or similar proceedings affecting such Loan Party, to preserve its entitlement to be paid such Collateral Agent Parallel Debt Claim. The Collateral Agent’s right to enforce the Collateral Agent Parallel Debt Claim includes, without limitation, the exercise of any remedy available to the Collateral Agent under this Agreement or any other Loan Document, in law or in equity. (c) Notwithstanding anything to the contrary contained herein, (i) any amount due and payable by a Loan Party to Collateral Agent in respect of the Collateral Agent Parallel Debt Claim shall be reduced if and to the extent the Lenders (and, if applicable, each other Secured Party) shall have irrevocably received payment in full of the corresponding amount in respect of the Corresponding Obligations; (ii) any amount due and payable by a Loan Party to a Lender (and, if applicable, each other Secured Party) in respect of a Corresponding Obligation shall be reduced if and to the extent that Collateral Agent has irrevocably received payment in full of the corresponding amount in respect of...
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Parallel Debt Undertaking. The Dutch Obligor irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to Collateral Agent amounts equal to any amounts owing by each Credit Party to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties in respect of the Obligations (whether present or future and whether actual or contingent) as and when the same fall due for payment thereunder. Such a payment undertaking and the obligations and liabilities resulting from it by the Dutch Obligor to Collateral Agent are referred to as the "PARALLEL DEBT".
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Parallel Debt Undertaking. 203204 Section 9.20 Recovery of Erroneous Payments. 205 Article X Miscellaneous 204206 Section 10.01
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Parallel Debt Undertaking. The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Domiciled Obligor’s German Facility Obligations and/or the Dutch Domiciled Obligor’s U.K./Dutch Facility Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Facility Obligations and the U.K./Dutch Facility Obligations. For the purposes of taking and ensuring the continuing validity of security under those security documents subject to the laws of (or to the extent affecting assets situated in) Germany, the Netherlands and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: Upon complete and irrevocable satisfaction of the German Facility Obligations and the U.K./Dutch Facility Obligations, the Agent shall without undue delay at the cost and expense of the Obligors release the Parallel Debt Undertaking.
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Parallel Debt Undertaking. Without prejudice to the other provisions of the Loan Documents, each Dutch Obligor irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Agent amounts equal to any amounts owing by such Dutch Obligor to the Secured Parties in respect of its obligations and liabilities (i) under the Loan Documents or (ii) in connection with any other indebtedness as the parties may agree from time to time should form part of the Parallel Debt (in each case, whether present or future and whether actual or contingent) (such obligations under sub-clauses (i) and (ii) above for the purposes of this clause to be referred as “Corresponding Obligations”) as and when the same fall due for payment thereunder. Such a payment undertaking and the obligations and liabilities resulting from it by a Dutch Obligor to the Agent are referred to as its “Parallel Debt”.
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Related to Parallel Debt Undertaking

  • Parallel Debt (a) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Co-Issuers and each Guarantor to the Collateral Trustee, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Co-Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 10.02, shall be owing as a separate and independent joint and several obligation of the Co-Issuers and each Guarantor to the Collateral Trustee (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) The Co-Issuers, each Guarantor and the Collateral Trustee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, joint and several obligations and liabilities of the Co-Issuers and each Guarantor to the Collateral Trustee under this Indenture and the Security Documents which are separate and independent from, and without prejudice to, the corresponding obligations under the Notes and Guarantees which the Co-Issuers or such Guarantor has to the Holders and (ii) that the Parallel Debt represents the Collateral Trustee’s claims as Collateral Trustee to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Notes and Guarantees; provided, further, that the Collateral Trustee shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents. (c) Every payment of monies made by the Co-Issuers or a Guarantor to the Collateral Trustee shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Co-Issuers or such Guarantor contained in Section 11.13(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Trustee shall be entitled to receive the amount of such payment from the Co-Issuers or such Guarantor and the Co-Issuers or such Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 11.13: (i) the total amount due and payable as Parallel Debt under this Section 11.13 shall be decreased to the extent that the Co-Issuers or a Guarantor shall have paid any amounts to the Collateral Trustee or to the Trustee on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Collateral Trustee or the Trustee on behalf of the Holders otherwise receives any amount in payment of the Notes and the Guarantees; and (ii) to the extent that the Co-Issuers or a Guarantor shall have paid any amounts to the Trustee or to the Collateral Trustee under the Parallel Debt or the Trustee or the Collateral Trustee shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Notes and the Guarantees shall be decreased as if said amounts were received directly in payment of the Notes and Guarantees.

  • Obligations of Assignee Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof.

  • Existing Securities; Obligations Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

  • Instrument Pursuant to Existing Credit Agreement This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

  • ▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.