Adequate Protection Second Lien Obligations Sample Clauses

Adequate Protection Second Lien Obligations. Solely to the extent that the Prepetition Second Lien Indebtedness is secured, until the indefeasible repayment in full in cash of the Prepetition Second Lien Indebtedness, as adequate protection for the Prepetition Second Lien Agent’s interest in the Prepetition Collateral, the Prepetition Second Lien Agent and Prepetition Second Lien Lenders are hereby granted the following (but only to the extent of the diminution in the value of the Prepetition Second Lien Agent’s interests in the Prepetition Collateral from and after the Petition Date as provided herein):
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Adequate Protection Second Lien Obligations. The Adequate Protection Second Liens and Adequate Protection Second Lien Claim shall secure the payment of the Prepetition Second Lien Indebtedness in an amount equal to any diminution in the value of the Prepetition Second Lien Agent’s interests (if any) in the Prepetition Collateral from and after the Petition Date (the “Adequate Protection Second Lien Obligations”) resulting from the following: (i) the use by the Debtors of the Prepetition Collateral, including the Cash Collateral, (ii) the imposition of the automatic stay pursuant to section 362(a) of the Bankruptcy Code, (iii) the physical deterioration, consumption, use, sale, lease, disposition, or shrinkage of the Prepetition Collateral, or (iv) the imposition and use of the Carve Out (to the extent that the Carve Out is funded following the issuance of a Carve Out Trigger Notice).
Adequate Protection Second Lien Obligations. The Adequate Protection Second Liens and Adequate Protection Second Lien Claim shall secure the payment of the Prepetition Second Lien Indebtedness in an amount equal to any diminution in the value of the Prepetition Second Lien Agent’s interests in the Prepetition Collateral from and after the Petition Date (solely to the extent that any interest of the Prepetition Second Lien Lenders in the Prepetition Collateral is secured) (collectively, the “Adequate Protection Second Lien Obligations,” and together with the Adequate Protection First Lien Obligations, collectively the “Adequate Protection Obligations”) resulting from the following: (i) the sale, use, or lease by the Debtors of the Prepetition Collateral, including the Cash Collateral, (ii) the imposition of the automatic stay pursuant to section 362(a) of the Bankruptcy Code, (iii) the physical deterioration, consumption, use, sale, lease, disposition, or shrinkage of the Prepetition Collateral or (iv) the imposition and use of the Carve-Out (to the extent that the Carve-Out is funded following the issuance of a Carve-Out Trigger Notice).

Related to Adequate Protection Second Lien Obligations

  • Lender Obligations Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

  • Reaffirm Obligations Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement.

  • Priority Indebtedness The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than:

  • Priority Debt The Company will not permit Priority Debt to exceed 15% of Consolidated Total Assets (as of the end of the Company’s then most recently completed fiscal quarter) at any time.

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

  • Additional Obligations The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.

  • Security Interest for “Obligations The term “Obligations” as used in this Annex includes the following additional obligations: With respect to Party A: not applicable. With respect to Party B: not applicable.

  • Continuing Obligations of the Grantors Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

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