Parallel Debts Sample Clauses

Parallel Debts. (a) Without prejudice to the other provisions of this Agreement and the other Financing Agreements and for the purpose of ensuring the validity and effect of any security right governed by Dutch law and granted or to be granted by the Borrower pursuant to the Financing Agreements, the Borrower undertakes, as a separate and independent obligation to Collateral Agent, to pay to Collateral Agent its Parallel Debts. (i) The Borrower may not pay its Parallel Debts other than at the instruction of, and in the manner determined by, Collateral Agent. All payments to be made by the Borrower under the Financing Agreements shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. (ii) Without prejudice to paragraph (i) above, the Borrower shall be obliged to pay its Parallel Debts (or, if the Borrower’s Underlying Debts are due at different times, amounts of its Parallel Debts corresponding to each such Underlying Debts) only when its Underlying Debts have fallen due. (c) Any payment made, or amount recovered, in respect of the Borrower’s Parallel Debts shall reduce the Borrower’s Underlying Debts to any Lender by the amount which that Lender is entitled to receive out of that payment or recovery under the Financing Agreement. (d) Each Parallel Debt is a separate and independent obligation and shall not constitute the Collateral Agent and any Lender as joint creditor of any Underlying Debt. (e) If (notwithstanding Section 13.11(d)) any Parallel Debt constitutes the Collateral Agent as a joint creditor with any Lender, the Collateral Agent may determine (at its discretion) that that Parallel Debt and one or more other Parallel Debts shall be combined into one single Parallel Debt (a “Combined Parallel Debt”), whereupon those Parallel Debts shall be combined into a Combined Parallel Debt: (i) the amount of which shall be equal to the aggregate of the amounts of the Underlying Debts combined into it; (ii) which shall, if the Underlying Debts are expressed in different currencies, be expressed in such of those currencies or Euro as the Collateral Agent my determine (and, for this purpose, each Underlying Debt shall be converted into the current of the Combined Parallel Debt in accordance with Section 6.13); (iii) which shall, if the Underlying Debts combined into it fall due at different times, fall due in parts corresponding to those Underlying Debts; and (iv) to which this Agreement shall otherwise apply as if the Combin...

Parallel Debts. (a) Without prejudice to the other provisions of this Credit Agreement and the other Credit Documents and for the purpose of ensuring the validity and effect of any security right governed by Dutch law and granted or to be granted by the Company pursuant to the Credit Documents, the Company undertakes, as a separate and independent obligation to the Administrative Agent, to pay to the Administrative Agent its Parallel Debts. (i) The Company may not pay its Parallel Debts other than at the instruction of, and in the manner determined by, the Administrative Agent. All payments to be made by the Company under the Credit Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. (ii) Without prejudice to paragraph (i) above, the Company shall be obliged to pay its Parallel Debts (or, if the Company's Underlying Debts are due at different times, amounts of its Parallel Debts corresponding to each such Underlying Debts) only when its Underlying Debts have fallen due. (c) Any payment made, or amount recovered, in respect of the Company’s Parallel Debts shall reduce the Company’s Underlying Debts to any Finance Party by the amount which that Finance Party is entitled to receive out of that payment or recovery under the Credit Documents.

Parallel Debts. (a) Each Loan Party irrevocably and unconditionally undertakes to pay to the Agent an amount equal to the aggregate of all Principal Obligations due and payable but unpaid (the “Parallel Debts”). (b) The Parallel Debts constitute obligations and liabilities of each Loan Party which are separate and independent from, and without prejudice to, the Principal Obligations, and the Parallel Debts represent Agent’s own independent right to receive payment of the Parallel Debts from the Loan Parties. (c) Notwithstanding subsection (a) above, if Agent receives or recovers any amount in respect of the Parallel Debts, the Principal Obligations shall decrease by that amount as if such amount was received or recovered directly in payment of the Principal Obligations. (d) For purposes of this Section, the term “Principal Obligations” means all present and future payment obligations and liabilities (whether actual and contingent and whether owed jointly or severally) of the Loan Parties to the Lender Group under each or any of the Loan Documents (including, without limitation, any change or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Loan Document, in each case whether or not anticipated as of the date hereof) excluding the Parallel Debts.

Parallel Debts. (a) Each Note Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the amounts due in respect of such Note Party’s Corresponding Obligations as they may exist from time to time. The payment undertakings of each Note Party under this Section 10.25 are each to be referred to as a “Parallel Debt”. (b) Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 BW with respect to the payment of the Parallel Debts without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Note Party; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of each Parallel Debt from the relevant Note Party, it being understood, in each case, that the amounts which may be payable by each Note Party as Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that time. (d) An amount paid by a Note Party to the Collateral Agent in respect of a Parallel Debt will discharge the liability of the Note Parties under the Corresponding Obligations in an equal amount. (e) For the purpose of this Section 10.25, the Collateral Agent acts in its own name and for the benefit of the Investor, but not as representative of the Investor. (f) Each of the parties to this Agreement agrees that the Collateral Agent shall apply any proceeds and/or avails of the Collateral and any collateral under the Dutch Security Documents, or any part thereof, and the proceeds and the avails of any Parallel Debt in accordance with the Pledge and Security Agreement. (g) For purposes of any Dutch Security Document, any resignation by, or removal of, the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to a successor collateral agent. (h...

Parallel Debts