Reserved Obligations definition

Reserved Obligations means and refers to (a) the Obligations (as such term is defined in the Facility) of Cooper to Allied described in or arxxxxx out of paragraphs 1, 3, and 11 of the Restated and Amended Facility Agreement and (b) the non-exclusive right of Allied to enforce the covenants and agreements of Cooper under or pursuant to the Xestated and Amended Facility Agreement (excluding only the covenant to pay the New Note and provide security therefor under the Security Documents) in order to ensure performance by Cooper of the obligations dxxxxxxed in clause (a) above. The Reserved Obligations include, without limitation, Cooper's obligations to defexx, xxxemnify and hold harmless Allied with respect to certain pending litigation described in Schedule 1 hereto. Allied retains and does not assign to ELGT the Reserved Obligations. ELGT agrees that neither ELGT nor any of its affiliates or subsidiaries shall release the guaranties of Poe and Brown unless and unxxx the Reserved Xxxxxations shall have been fully discharged. ELGT acknowledges that all assets existing to secure the Note are burdened by the Reserved Obligations and cannot be conveyed, transferred, or assigned free and clear of the Reserved Obligations. In addition to, but without limitation of the foregoing, to the extent that any affiliate or subsidiary of ELGT acquires, directly or indirectly, and whether by voluntary conveyance, foreclosure, conveyance in lieu of foreclosure, or any other means, a controlling interest in Cooper or acquires greater than 50% in xxxxx of the assets of Cooper, ELGT shall cause such affiliaxx xx subsidiary to assume and agree to be bound by, each and every one of the Reserved Obligations, as fully and for all purposes as if such party had originally entered into same; provided, however, that such assumption shall be nonrecourse except to the extent of the assets so acquired, which assets shall serve such assumption, and the Reserved Obligations. ELGT covenants and agrees that it shall not acquire in its name either a controlling interest in Cooper or greater than 50% in value of xxx xssets of Cooper. The obligations of XXXX under and pursuant to this paragraph shall survive the assignment of the Note and Security Documents from Allied to ELGT.
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Reserved Obligations has the meaning set forth in the Master Assignment.
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Reserved Obligations. Local presence (Article 10.7) Level of Government: Federal Measures:Regulatory Law of Article 27 of the Constitution in the Oil Industry Regulation of the Regulatory Law of Article 27 of the Constitution in the Oil Industry, Chapters I, VII, IX and XI Regulation of Natural Gas, Chapters I, III, IV and V Description: Cross-Border Trade in Services Permit granted by the Comisión Reguladora de Energía is required to provide natural gas distribution, transportation and storage services. Only social sector enterprises and commercial companies may obtain such a permit.
Sample 1

Examples of Reserved Obligations in a sentence

  • For avoidance of doubt the Reserved Obligations are hereby expressly reserved and retained for all purposes by each Assignor.

  • This Assignment is made with full substitution and subrogation in and to all of the rights, titles, and interests Assignors may have under the Notes, the Guarantees, the other Security Documents, or any other Loan Document (save and except only the Reserved Obligations as provided herein).

  • Fisheries Industry Classification: CMAP 13001 Deep Sea Fisheries CMAP 130012 Coastal Fisheries CMAP 130013 Freshwater Fisheries Reserved Obligations: National Treatment (Article 11.3) Most-Favored-Nation Treatment (Article 11.2).

  • Notwithstanding the reservation in this Section 1.7 by Assignors, it is the intent of Assignors, Assignee, Borrower and the Guarantors that the Reserved Obligations SHALL NOT BE SECURED by any of the Security Documents or the other Loan Documents.

  • The parties hereto agree that the Retained Distributions which are to be placed into the C-M Escrow Account plus the amounts placed into the RSH Escrow Account are to constitute a reserve for the Reserved Obligations and the Warehouse Reserve and so long as they remain in reserve, are available to satisfy the payment when due and payable of the Obligations.

  • All Sectors Subsector: Industrial Classification: Reserved Obligations: National Treatment (Article 11.3) Senior Executives and Boards of Directors (Article 11.8).

  • Assignee hereby accepts the Assignment and hereby assumes and agrees to pay, perform, observe and discharge all of the covenants, conditions, agreements, terms and conditions on the part of Developer (excluding the Reserved Obligations (as defined below)) to be performed under the Phase II Mall Sale Agreement and the Side Letter, in each case first arising from and after the date hereof (collectively, and excluding the Reserved Obligations, the “Assigned Obligations”).

  • The loans and all other obligations outstanding under the Existing Credit Agreement, except such Reserved Obligations, shall be deemed to be outstanding Loans and Obligations under and governed by this Agreement, effective as of the Closing Date.

  • GUIDELINE FOR COVID-19What is Covid-19?Coronavirus disease (COVID-19) is an infectious disease caused by a newly discovered coronavirus.

  • Notwithstanding anything to the contrary contained herein, Assignee and Debtor each acknowledge and agree that all Reserved Obligations shall survive in favor of Assignor and the Indemnified Parties.


More Definitions of Reserved Obligations

Reserved Obligations means all obligations and agreements of Borrower to and with Assignor or to any successor, assignee, officer, director, employee, representative, agent or affiliate of Assignor (each herein called “Indemnified Party”): to indemnify or hold harmless any Indemnified Party or reimburse any Indemnified Party for any costs or expenses incurred under or in connection with the Loan Documents or the transactions related thereto. This Assignment is being executed in multiple counterpart originals, all of which when construed together, or when construed alone, shall constitute but one original, but, in making proof of this Assignment, it shall not be necessary to produce or account for more than one counterpart original. THIS ASSIGNMENT HAS BEEN NEGOTIATED, IS BEING EXECUTED AND DELIVERED, AND WILL BE PERFORMED, IN WHOLE OR IN PART, IN THE STATE OF TEXAS, AND THE SUBSTANTIVE LAWS OF SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS ASSIGNMENT AND THE LOAN DOCUMENTS, EXCEPT TO THE EXTENT THE LAWS OF ANY JURISDICTION WHERE PROPERTY IS LOCATED REQUIRE APPLICATION OF SUCH LAWS WITH RESPECT TO SUCH PROPERTY.
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Reserved Obligations means those rights and obligations under the Phase II Mall Sale Agreement which are of such a nature that they can only be performed by the entity that owns and develops the Phase II Hotel/Casino and which cannot otherwise be performed by Assignee. Assignor covenants and agrees in favor of Assignee that it shall perform the Reserved Obligations under the Phase II Mall Sale Agreement (and acknowledges and confirms for the benefit of Mall II Buyer that it remains liable to Mall II Buyer under the Phase II Mall Sale Agreement for performance of the Reserved Obligations).
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Related to Reserved Obligations

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

  • Specified Obligations means Obligations consisting of the principal and interest on Loans, reimbursement obligations in respect of LC Disbursements and fees.

  • Permitted Obligations mean (i) nonspeculative Hedging Obligations of any Person and its Subsidiaries arising in the ordinary course of business and in accordance with such Person’s established risk management policies that are designed to protect such Person against, among other things, fluctuations in interest rates or currency exchange rates and which in the case of agreements relating to interest rates shall have a notional amount no greater than the payments due with respect to the applicable obligations being hedged and (ii) Commodity Trading Obligations. For the avoidance of doubt, such transactions shall be considered nonspeculative if undertaken in conformance with FE’s Corporate Risk Management Policy then in effect, as approved by FE’s Audit Committee, together with the Approved Business Unit Risk Management Policies referenced thereunder.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Designated Obligations means all obligations of the Borrower with respect to (a) principal of and interest on the Loans and (b) accrued and unpaid fees under the Loan Documents.

  • Related Secured Obligations means, as of any date, the outstanding principal amount of the Related Equipment Notes issued under each Related Indenture, the accrued and unpaid interest (including, to the extent permitted by applicable law, post-petition interest and interest on any overdue amounts) due thereon in accordance with such Related Indenture as of such date, the Related Make-Whole Amount, if any, with respect thereto due thereon in accordance with such Related Indenture as of such date, and any other amounts payable as of such date under the “Operative Documents” (as defined in each Related Indenture).

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Loan Obligations means (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.

  • Additional Secured Obligations means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

  • Unasserted Obligations means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under Letters of Credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time.

  • Permitted Swap Obligations means all obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under Swap Contracts, provided that each of the following criteria is satisfied: (a) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not for purposes of speculation or taking a "market view;" and (b) such Swap Contracts do not contain any provision ("walk-away" provision) exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party.

  • Senior Obligations is defined in Section 5.1 of this Agreement.

  • Junior Obligations means the Junior Obligations of the Guarantor and the Junior Obligations of the Issuer;

  • Secured Obligations has the meaning specified in the Security Agreement.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • L/C Obligation means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings.

  • Subordinated Obligations has the meaning specified in Section 7.05.

  • Credit Improved Obligation means any Collateral Debt Obligation which, in the Investment Manager’s judgment, has significantly improved in credit quality and in respect of which one of the following is satisfied:

  • Initial Additional First Lien Obligations means the [Obligations] as such term is defined in the Initial Additional First-Lien Security Agreement.

  • Term Obligations shall have the meaning set forth in the Intercreditor Agreement.

  • Issuer Secured Obligations means the Insurer Issuer Secured Obligations and the Trustee Issuer Secured Obligations.

  • Senior Secured Obligations means (a) with respect to the Revolving Facility Obligations (to the extent such Obligations are secured by the Noteholder First Lien Collateral), the Noteholder Obligations, and (b) with respect to Noteholder Obligations (to the extent such Obligations are secured by the Revolving Facility First Lien Collateral), the Revolving Facility Obligations.