Whether or not the Sample Clauses

Whether or not the proceeds from the Receivables Collateral shall be sufficient for that purpose, Borrower shall pay when due all payments required to be made pursuant to the Receivables Note, Working Capital Note and other Receivables Loan Documents; and any and all amounts payable by Borrower under the Receivables Note, Working Capital Note and other Receivables Loan Documents shall be paid without notice (except as otherwise expressly provided therein), demand, counterclaim, set-off, deduction, recoupment or defense, and without abatement, suspension, deferment, diminution or proration by reason of any circumstance or occurrence whatsoever, Borrower's Obligation to make such payments being absolute and unconditional.
Sample 1
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Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Party, any Affiliate of any Credit Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Credit Documents, any predecessor Credit Documents, the Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of any Credit Party, the Administrative Agent and the Lenders under this Credit Agreement or any other Credit Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including reasonable fees and costs of counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.
Sample 1
Whether or not the. Lessor shall have exercised, or shall thereafter at any time exercise, any of its rights under Section 18.1(1) or 18.1(2) above with respect to the Aircraft or any Item, the Lessor, by written notice to the Lessee specifying a payment date not earlier than ten (10) days from such written notice, may demand that the Lessee pay to the Lessor and the Lessee shall pay to the Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Basic Rent for the Item due for periods commencing on or after the date specified for payment in such notice), any unpaid Basic Rent for the Aircraft due for periods prior to the payment date specified in such notice plus whichever of the following amounts the Lessor, in its sole discretion, shall specify in such notice: (A) an amount equal to the excess, if any, of the present worth of the aggregate unpaid Rent due under this Lease for such Aircraft discounted at the rate of eight percent (8%) per annum to the date specified in said notice over the aggregate fair market rental value (computed as hereafter in this Article provided) of such Aircraft for the remainder of the Term for such Aircraft after discounting such fair market rental value to present worth as of the payment date specified in such notice at the rate of eight percent (8%) per annum; or (B) an amount equal to the excess, if any, of the Stipulated Loss Value for such Aircraft computed as of the date specified for payment in such notice over the fair market sales value (computed as hereafter in this Article provided) as of the date specified in the notice, or (C) an amount equal to the excess, if any, of the Stipulated Loss Value for the Aircraft computed as of the date specified for payment in such notice over the fair market rental value (computed as hereafter provided in this Article) of the Aircraft for the remainder of the Term after discounting such fair market rental value to present value as of the payment date specified in such notice at the rate of eight percent (8%) per annum. The amount specified in said notice shall bear interest at the Incentive Rate from the payment date specified in said notice until receipt of payment by the Lessor. (4) In the event the Lessor, pursuant to Section 18.1(2) above, shall have sold or caused to have sold, any Aircraft, the Lessor in lieu of exercising its rights under Section 18.1(3) above with respect to such Aircraft, may, if it shall so elect,...
Sample 1

Related to Whether or not the

  • Obligations Not Assumed Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, the foregoing sale, assignment, transfer and conveyance set forth in Section 2.01(b) does not constitute, and is not intended to result in, the creation or an assumption by the Administrative Agent, any Group Agent or any Purchaser of any obligation or liability of the Seller, any Originator, the Servicer, or any other Person under or in connection with all, or any portion of, any Sold Assets, all of which shall remain the obligations and liabilities of the Seller, the Originators, the Servicer and such other Persons, as applicable.

  • Subadviser’s Services Are Not Exclusive Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser's right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association.

  • SERVICES NOT EXCLUSIVE/USE OF NAME Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that you may render investment advice, management and other services to others, including other registered investment companies, provided, however, that such other services and activities do not, during the term of this Agreement, interfere in a material manner, with your ability to meet all of your obligations with respect to rendering services to the Fund. The Trust and you acknowledge that all rights to the name “Simplify Asset” or any variation thereof belong to you, and that the Trust is being granted a limited license to use such words in in the names of its series or in any class name. In the event you cease to be the adviser to the Fund, the Trust’s right to the use of the name “Simplify Asset” shall automatically cease on the ninetieth day following the termination of this Agreement. The right to the name may also be withdrawn by you during the term of this Agreement upon ninety (90) days’ written notice by you to the Trust. Nothing contained herein shall impair or diminish in any respect, your right to use the name “Simplify Asset” in the name of, or in connection with, any other business enterprises with which you are or may become associated. There is no charge to the Trust for the right to use this name.

  • Services Not Exclusive Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

  • Non-Exclusive Relationship Contractor may represent, perform services for, and contract with as many additional clients, persons, or companies as Contractor, in his or her sole discretion, sees fit.

  • Distribution or Notice to Representative Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative (if any).

  • Source All amounts delivered to the Trustee shall be accompanied by information in reasonable detail and in writing specifying the source and nature of the amounts.

  • Information Furnished by the Underwriters The statements set forth in the last paragraph on the cover page, the stabilization legend on the inside cover page, and the statements in the first and third paragraphs under the caption "Underwriting" in any Prepricing Prospectus and in the Prospectus, constitute the only information furnished by or on behalf of the Underwriters through you as such information is referred to in Sections 7(b) and 9 hereof.

  • NOT A NOVATION This agreement is a modification only and not a novation. In addition to all amounts hereafter due under the Note, as modified by this agreement, and the other Related Documents, all accrued interest evidenced by the Note being modified by this agreement and all accrued amounts due and payable under the Related Documents shall continue to be due and payable until paid. Except for the modification(s) set forth in this agreement, the Note, the other Related Documents and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Note and made a part thereof. This agreement shall not release or affect the liability of any guarantor, surety or endorser of the Note or release any owner of collateral securing the Note. The validity, priority and enforceability of the Note shall not be impaired hereby. References to the Related Documents and to other agreements shall not affect or impair the absolute and unconditional obligation of the Borrower to pay the principal and interest on the Note when due. The Bank reserves all rights against all parties to the Note and the other Related Documents.

  • Dispositions Not Authorized No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the other Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Lenders.

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