Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower and any securities or other property of the Borrower in the possession of such Bank may be applied to or set off by such Bank against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes held by, or Reimbursement Obligations owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.
Regardless of whether you sign this Agreement, and as a condition of receiving the consideration set forth in Paragraph 2 above, you must return to your supervisor, retaining no copies, all Company property, including computers, wireless devices, papers, files, documents, reference guides, equipment, keys, access key tag/card, identification cards, credit cards, software, computer access codes, disks, supplies and institutional manuals, and you shall not retain any copies, duplicates, reproductions or excerpts of any of the foregoing, whether in hardcopy or electronic format and are prohibited from using or disclosing confidential and/or proprietary information which you accrued in the course of your employment with the Company.
Regardless of the termination of this Agreement, the Parties shall maintain the confidentiality of all information relating to other party’s trade secret, proprietary information, client information and all other information with confidentiality acknowledged during the course of execution and performance of this Agreement (“Confidential Information”). The Party receiving the Confidential Information shall not disclose any Confidential Information to any third party except with the disclosing party of the Confidential Information’s prior written consent or required by provisions of related laws, regulations or the listing location of the affiliated company of One Party to disclose to third parties; Except for the purpose of performing this Agreement, the recipient shall not use or indirectly use any Confidential Information.
Regardless of Lessor's consent, no assignment or subletting shall release Lessee of Lessee's obligations hereunder or after the primary liability of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's Expense Share and Lessee's Tax Share, and to perform all other obligations to be performed by Lessee hereunder.
Regardless of whether you sign this Agreement, you will receive payment for all base salary and accrued but unused vacation earned by you in the normal course of business through the Termination Date, less all required deductions for Federal and State withholdings, other applicable taxes, and any lawfully authorized or required payroll deductions. We will also promptly reimburse you for all reasonable expenses incurred in connection with your recent ordinary course employment in accordance with the Company’s (or the Company’s ultimate parent company’s) existing policies with all such properly documented expenses to be reimbursed promptly. Regardless of signing this Agreement, you may elect to continue receiving group medical insurance under the Company’s plan, should you currently have it, pursuant to the Federal “COBRA” law. All premium costs shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation coverage; provided, however, that if you timely elect such continued coverage under COBRA, the Company will reimburse you for the employer portion (at the rate in effect immediately prior to the Termination Date) of the monthly premium costs incurred for continuation of such medial coverage under the Company’s plan (the “Coverage Costs”) for a period of twelve months following the Termination Date or, if earlier, until the first date on which you are covered under another employer’s medical insurance plan . You will notify us immediately should you become covered under another employer’s medical insurance plan. You should consult the COBRA materials to be provided by the Company for details regarding COBRA continuation benefits. All other benefits will end on the Termination Date. Provided you sign this Agreement and return it to me within 45 days from the date of this letter and do not thereafter revoke it within the applicable seven day revocation period measured from the date you return this signed Agreement, the Company is willing to provide you with certain benefits. If you do not accept this Agreement within that time or you revoke it within the applicable revocation period, you will not be entitled to receive the benefits described below. By signing and returning this Agreement and not revoking it within the applicable revocation period, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth herein including in the paragraphs below. A...
Regardless of Landlord's consent, no subletting or assignment shall release Tenant's obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. If any assignee of Tenant or any successor of Tenant defaults in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall not relieve Tenant of its liability under this Lease. If Tenant assigns this Lease, or sublets all or a portion of the Premises, or requests the consent of Landlord to any assignment or subletting, or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall pay Landlord's reasonable attorneys' fees incurred in connection therewith.
Regardless of the adequacy of any collateral security or other means of obtaining payment of any of the Obligations, the Lender is hereby authorized, upon the occurrence and during the continuance of an Event of Default, without notice to any Guarantor (any such notice being expressly waived by each Guarantor) and to the fullest extent permitted by law, to set off and apply all deposits (general or special, time or demand, provisional or final) and other sums credited by or due from the Lender to such Guarantor or subject to withdrawal by such Guarantor, against the obligations of each of the Guarantors under this Guaranty, whether or not the Lender shall have made any demand under this Guaranty and although such obligations may be contingent or unmatured.
Regardless of whether you sign this Agreement, commencing March 1, 2008, you will be eligible to continue your medical coverage under the Company’s group medical plan pursuant to federal law (COBRA), at your own cost, and may exercise any other rights you have to convert other insurance coverage. Information about your rights in this regard will be sent to you in the mail. All other benefits and insurance coverage will cease as of your Resignation Date. You agree and acknowledge that your resignation shall constitute a cessation of service to the Company for purposes of the Company’s stock incentive plans, no further vesting of awards thereunder shall occur and all applicable post-service provisions of those plans shall apply after the Resignation Date.
Regardless of any other provisions of this Agreement, this Section shall not apply (i) to any designs, specifications or modifications originating with or requested by Buyer, or (ii) to the combination of any Product with other equipment, software or products not supplied by Ascend if such infringement or misappropriation would not have occurred but for such combination, or (iii) Buyer's failure to install an update provided at no additional charge, where the update would have avoided the infringement claim. Buyer shall indemnify and hold Ascend harmless against all claims that Buyer's designs, specifications, modifications or combinations of Products with other equipment infringes or misappropriates any third party's patent rights, copyrights, trade secrets, trademarks or other intellectual property rights.
Regardless of Lessor's consent, no subletting or assignment shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. Consent to one ( I ) assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of a default by any assignee of Lessee or any successor of Lessee, in the performance of any of the terms hereof, Lessor may proceed directly against Lessee without the necessity of exhausting remedies against said assignee. Lessor may consent to the subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with an assignee of Lessee, without notifying Lessee, or any successor of Lessee, and without obtaining its or their consent thereto and such action shall not relieve Lessee of liability under this Lease.