Rescinded, Avoided or Returned Payments Sample Clauses

Rescinded, Avoided or Returned Payments. If at any time any part of any payment previously applied by Lender to any of the Liabilities is rescinded, avoided or returned by Lender for any reason, including the insolvency, bankruptcy or reorganization of the Guarantor or any other party, such Liabilities will be deemed to have continued in existence to the extent that such payment is rescinded, avoided or returned, and this Guaranty will be reinstated as to such Liabilities as though such prior application by Lender had not been made.
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Rescinded, Avoided or Returned Payments. Buyer agrees that, if any transfer or payment made to Seller by Obligors or any other obligor prior to the Effective Date of this Agreement in respect of any obligation under the Loan Documents is, in whole or in part, rescinded, voided, or must otherwise be returned by Seller in connection with any bankruptcy, reorganization, receivership, insolvency, or other similar proceedings with respect to any of the Obligors (each such rescinded, voided, or otherwise returned amount of each such transfer or payment being referred to herein plus any and all attorney fees associated with the defense of such payment as the "Returned Payment Amount"), then, no later than ninety (90) days after receipt of notice in writing from Seller specifying such Returned Payment Amount and requesting Buyer to purchase Seller's claims against the Obligors or any obligor for such Returned Payment Amount, Buyer shall purchase from Seller such claim for such Returned Payment Amount for cash in an amount equal to one hundred percent (100%) of such Returned Payment Amount, with such amounts to be paid to seller by wire transfer of immediately available funds. Seller shall assign such claim to Buyer without recourse, representation or warranty of any kind, against receipt of such funds from Buyer. Seller agrees to provide Buyer with notice of any Returned Payment Amount promptly after any officers responsible for this account obtain knowledge thereof. Buyer shall defend, at its own cost and expense, the rescission of any such transfer or payment during the ninety (90) days after the Buyer's receipt of such notice from Seller and ending on the date of such purchase as required under 17:1; however, if Seller defends such an action than Buyer shall reimburse Seller for its reasonable attorney fees and expenses as required under Section 17.1. If Buyer does not purchase the Returned Payment Amount prior to the deadline to file claims in connection to any proceeding, including bankruptcy, than Buyer will cooperate with Seller to facilitate the filing of a claim by or on behalf of Seller to recover the disgorged amount. Buyer and Seller acknowledge that notwithstanding anything to the contrary in this Agreement, Seller shall be entitled to any and all proceeds resulting from any such claim unless and until Buyer pays the full purchase price for the Returned Payment Amount.
Sample 1
Rescinded, Avoided or Returned Payments. If at any time any part of any payment previously applied by Lender to any of the Liabilities is rescinded, avoided or returned by Lender for any reason, including the insolvency, bankruptcy or reorganization of the Guarantor or any other party, such Liabilities will be deemed to have continued in existence to the extent that such payment is rescinded, avoided or returned, and this Guaranty will be reinstated as to such Liabilities as though such prior application by Lender had not been made. TIAA Authorization ID # AAA-7376; TIAA Inv. ID # 0006950 University Park Village Recourse Guaranty 15377682v.2 / 73828-000098 TIAA Authorization ID # AAA-7376 TIAA Inv. ID # 0006950
Sample 1
Rescinded, Avoided or Returned Payments. If at any time any part of any payment previously applied by Lender to any of the Liabilities is rescinded, avoided or returned by Lender for any reason, including the insolvency, bankruptcy or reorganization of the Guarantor or any other party, such Liabilities will be deemed to have continued in existence to the extent that such TIAA Authorization ID # AAA-7346; TIAA Inv. ID # 000553801 Polaris Fashion Place Mortgage
Sample 1

Related to Rescinded, Avoided or Returned Payments

  • Returned Payments If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

  • Failed or Returned Payment Instructions In using the Service, you are requesting that we or our Service Provider attempt to make payments for you from your Eligible Transaction Account. If the Payment Instruction cannot be completed for any reason associated with your Eligible Transaction Account (for example, there are insufficient funds in your Eligible Transaction Account, or the Payment Instruction would exceed the credit or overdraft protection limit of your Eligible Transaction Account, to cover the payment), the Payment Instruction may or may not be completed. In certain circumstances, our Service Provider may either advance funds drawn on their corporate account or via an electronic debit, and in such circumstances will attempt to debit the Eligible Transaction Account a second time to complete the Payment Instruction. In some instances, you will receive a return notice from us or our Service Provider. In each such case, you agree that:

  • Indemnity for Returned Payments If, after receipt of any payment of, or proceeds applied to the payment of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender, and the Borrower shall be liable to pay to the Agent, and hereby does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for, the amount of such payment or proceeds surrendered. The provisions of this Section 4.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 4.9 shall survive the termination of this Agreement.

  • Failed or Returned Transactions In using the Service, you are requesting the Service to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction will not be completed. In some instances, you will receive a return notice from the Service. In such case, you agree that:

  • Returned Payment Fee If your account is subject to a Returned Payment Fee, the fee will be charged to your account when a payment is returned for any reason.

  • Distributions Payable in Cash; Redemption Payments In the event that the Board of the Investment Company shall declare a distribution payable in cash, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the amount per share to be distributed, (ii) the record and payment dates for the distribution, and (iii) that all appropriate action has been taken to effect such distribution. Once the amount and validity of any dividend or redemption payments to shareholders have been determined, the Investment Company shall transfer the payment amounts from the Investment Company's accounts to an account or accounts held in the name of FTIS, as paying agent for the shareholders, in accordance with any applicable laws or regulations, and FTIS shall promptly cause payments to be made to the shareholders.

  • Scheduled Payments As of the Cutoff Date, each Receivable had a first scheduled due date on or prior to the end of the third month immediately following the Cutoff Date.

  • Guaranteed Payments To the extent any compensation paid to any Member by the Company, including any fees payable to any Member pursuant to Section 5.3 hereof, is determined by the Internal Revenue Service not to be a guaranteed payment under Code Section 707(c) or is not paid to the Member other than in the Person’s capacity as a Member within the meaning of Code Section 707(a), the Member shall be specially allocated gross income of the Company in an amount equal to the amount of that compensation, and the Member’s Capital Account shall be adjusted to reflect the payment of that compensation.

  • Payment at Highest Lawful Rate If the Borrower is not obliged to make a payment that it would otherwise be required to make, as a result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

  • No Payment Shall Exceed Lawful Rate Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

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