Amounts Not Subject to Sharing Sample Clauses

Amounts Not Subject to Sharing. (a) Notwithstanding any other provision of this Agreement or any other Senior Secured Credit Document, no Senior Secured Party shall have any obligation to share or provide any notice pursuant to Section 9.11 with respect to: (i) any payment made to a Senior Secured Party pursuant to any provision of any Senior Secured Credit Document that is in the nature of an indemnity against or reimbursement for: (A) Breakage Costs; (B) costs with respect to taxes incurred or payable by such Senior Secured Party on principal, interest and other payments payable to it under the Senior Secured Credit Documents; or (C) costs, liabilities, claims, and other expenses incurred by such Senior Secured Party that are the subject of any indemnity or reimbursement provision contained in the Senior Secured Credit Documents; (ii) any payment made to any Senior Secured Hedge Counterparty pursuant to any Senior Secured Hedge Agreement; (iii) any payment of fees or premiums expressly required by the terms of any Senior Secured Credit Document and not required by the terms of any other Senior Secured Credit Document to be shared; (iv) any consideration for the agreement of such Senior Secured Party or as part of any transaction or series of related transactions in which such Senior Secured Party shall have agreed to waive or amend any provision of any Senior Secured Credit Document; (v) any payment made by Total Holdings to the TCF Administrative Agent or any TCF Senior Lender pursuant to any TCF Support Agreement; or (vi) amounts otherwise obtained in accordance with the P1 Accounts Agreement or this Agreement. (b) Notwithstanding Section 9.12(a), sharing of payments made with respect to a particular Senior Secured Debt Instrument or Senior Secured Hedge Agreement shall be subject to the sharing provisions of the applicable Senior Secured Debt Instrument or Senior Secured Hedge Agreement as such provisions affect the sharing of payments among the Senior Secured Debt Holders or Senior Secured Hedge Counterparties that are parties to such Senior Secured Debt Instrument or Senior Secured Hedge Agreement, as applicable.
Sample 1
AutoNDA by SimpleDocs
Amounts Not Subject to Sharing. Notwithstanding any other provision of this Agreement or any other Financing Document, no Senior Secured Party shall have any obligation to share: (a) any payment made to a Senior Secured Party pursuant to any provision of any Financing Document which is in the nature of a closing or commitment fee or an indemnity against or reimbursement for (i) additional funding costs and similar costs incurred by such Senior Secured Party including, without limitation, payments with respect to increased reserve provisions, capital adequacy provisions, make-whole premiums, breakage provisions or other similar provisions, (ii) costs with respect to taxes incurred or payable by such Senior Secured Party on principal, interest and other payments payable to it under the Financing Documents, and (iii) costs, liabilities, claims and other expenses incurred by such Senior Secured Party which are the subject of any indemnity or reimbursement provision contained in the Financing Documents; (b) any non pro rata prepayment made to any Senior Secured Party pursuant to any Financing Document; and (c) any payment of fees made to the Intercreditor Agent pursuant to any separate fee arrangement between the Intercreditor Agent and the Obligors. Notwithstanding the foregoing, sharing of payments made with respect to a particular Voting Facility shall be subject to the sharing provisions of the applicable Facility Document.
Sample 1
Amounts Not Subject to Sharing. Notwithstanding any other provision of this Agreement: (a) No Creditor Party shall have any obligation to share any payment made by any Person (other than any Grantor or Affiliate thereof) to another Creditor Party pursuant to a contract of guaranty, participation, indemnity, insurance, letter of credit, assignment agreement or other like agreement, between two such parties or issued by one such party to benefit another. (b) No Arranger shall have any obligation to share any fee payable to such Arranger for its own account with respect to the Financing Documents or the transactions contemplated hereby or thereby. (c) No Creditor Party shall have any obligation to share any fee (including Amendment Fees which have been offered to or are available to all applicable Creditor Parties on the same terms, but excluding Amendment Fees offered to or available to Creditor Parties to one or more, but not all, of the Facilities), indemnity, compensation for the increased cost of maintaining its portion of the Senior Debt Obligations, or other similar amount (including pursuant to Sections 2.10, 2.13 and 2.14 of the Refinancing Credit Agreement, Sections 2.09, 2.11 and 2.12 of the New Money Credit Agreement and Sections 2.09, 2.11 or 2.12 of the Springdale Credit Agreement), which is payable to or for the benefit of any Creditor Party pursuant to any Financing Document and not made in contravention of any other provision of the Financing Documents. (d) No Creditor Party shall have any obligation to share any payment made by the Company or any other Grantor to such Creditor Party pursuant to any other document, agreement, undertaking or other arrangement in respect of any Debt owed to such Creditor Party to the extent that such Debt does not constitute Senior Debt Obligations.
Sample 1
Amounts Not Subject to Sharing. Notwithstanding any other provision of this Agreement or any other Secured Obligation Document to the contrary, no Secured Party shall have any obligation to share: (a) any payment made by any Person to such Secured Party pursuant to a contract of participation or assignment or any other arrangement by which a direct or indirect interest of such Secured Party under the Secured Obligation Document is transferred (other than any such contract or other arrangement entered into with the Borrower or any Affiliate thereof); (b) any payment made pursuant to and in accordance with the express terms of this Agreement; (c) any cash collateral provided for the benefit of any applicable Swap Bank pursuant to any Permitted Swap Agreements; and (d) with respect to the Lenders, the amounts on deposit in the Debt Service Reserve Account or the proceeds of a draw on the DSR Letter of Credit which in each case are provided for the benefit of the Lenders.
Sample 1
Amounts Not Subject to Sharing. Notwithstanding any other provision of this Agreement: (a) No Creditor Party shall have any obligation to share any payment made by any Person (other than any Grantor or Affiliate thereof) to another Creditor Party pursuant to a contract of guaranty, participation, indemnity, insurance, letter of credit, assignment agreement or other like agreement, between two such parties or issued by one such party to benefit another. (b) No Creditor Party shall have any obligation to share any fee (including Amendment Fees which have been offered to or are available to all applicable Creditor Parties on the same terms), indemnity, compensation for the increased cost of maintaining its portion of the Senior Debt Obligations, or other similar amount which is payable to or for the benefit of any Creditor Party pursuant to any Financing Document and not made in contravention of any other provision of the Financing Documents. (c) No Creditor Party shall have any obligation to share any payment made by the Company or any other Grantor to such Creditor Party pursuant to any other document, agreement, undertaking or other arrangement in respect of any Debt owed to such Creditor Party to the extent that such Debt does not constitute Senior Debt Obligations.
Sample 1
Amounts Not Subject to Sharing. Notwithstanding any other provision of this Agreement or any other Financing Document, no Secured Party shall have any obligation to share: (i) any payment made to a Secured Party pursuant to any provision of any Financing Document that is in the nature of an indemnity against or reimbursement for (A) additional funding costs and similar costs incurred by such Secured Party including payments with respect to increased reserve provisions, capital adequacy provisions, breakage provisions, or other similar provisions, (B) costs with respect to taxes incurred or payable by such Secured Party on principal, interest and other payments payable to it under the Financing Documents and (C) costs, liabilities, claims and other expenses incurred by such Secured Party that are the subject of any indemnity or reimbursement provision contained in the Financing Documents; (ii) any payment of Fees made in accordance with the terms of the Fee Letters; (iii) the proceeds or other payments made (or payment rights) under or in respect of any insurance (whether now owned or in the future acquired) covering any Lender's right, title or interest in, to or under any Loans or other Obligations, including any insurance related to any default by any Person under any Transaction Document, (iv) any Working Capital Facility Collateral (with respect to the Working Capital Facility Administrative Agent or any Working Capital Facility Lender) and (v) the proceeds of, or rights to draw or receive amounts under, or in respect of, any Disbursement LCs.
Sample 1

Related to Amounts Not Subject to Sharing

  • Payments Subject to Section 409A (a) Subject to this Section 4.3, payments or benefits under Section 4.1 shall begin only upon the date of a “separation from service” of the Executive (determined as set forth below) that occurs on or after the termination of the Executive’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 4.1: (i) It is intended that each installment of the payments and benefits provided under Section 4.1 shall be treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (ii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 4.1. (iii) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then: (A) Each installment of the severance payments and benefits due under Section 4.1 that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and (B) Each installment of the payments and benefits due under Section 4.1 that is not described in Section 4.3(a)(iii)(A) and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following his taxable year in which the separation from service occurs. (b) The determination of whether and when a separation from service of the Executive from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.3(b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3).

  • ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

  • Traffic Not Subject to Reciprocal Compensation 7.2.1 Reciprocal Compensation shall not apply to interstate or intrastate Exchange Access (including, without limitation, Virtual Foreign Exchange Traffic (i.e., V/FX Traffic), Information Access, or exchange services for Exchange Access or Information Access. 7.2.2 Reciprocal Compensation shall not apply to Internet Traffic. 7.2.3 Reciprocal Compensation shall not apply to Toll Traffic, including, but not limited to, calls originated on a 1+ presubscription basis, or on a casual dialed (10XXX/101XXXX) basis. 7.2.4 Reciprocal Compensation shall not apply to Optional Extended Local Calling Scope Arrangement Traffic. 7.2.5 Reciprocal Compensation shall not apply to special access, private line, or any other traffic that is not switched by the terminating Party. 7.2.6 Reciprocal Compensation shall not apply to Tandem Transit Traffic. 7.2.7 Reciprocal Compensation shall not apply to Voice Information Service Traffic (as defined in Section 5 of the Additional Services Attachment). 7.2.8 Reciprocal Compensation shall not apply to traffic that is not subject to Reciprocal Compensation under Section 251(b)(5) of the Act. 7.2.9 Reciprocal Compensation shall not apply to Virtual Foreign Exchange Traffic (i.e., V/FX Traffic). As used in this Agreement, “Virtual Foreign Exchange Traffic” or “V/FX Traffic” is defined as calls in which an Onvoy Customer is assigned a telephone number with an NXX Code (as set forth in the LERG) associated with an exchange that is different than the exchange (as set forth in the LERG) associated with the actual physical location of such Customer’s station. For the avoidance of any doubt, Onvoy shall pay Frontier’s originating access charges for all V/FX Traffic originated by a Frontier Customer, and Onvoy shall pay Frontier’s terminating access charges for all V/FX Traffic originated by an Onvoy Customer.

  • Agreement Subject to Plan This Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Agreement.

  • RSUs Subject to Plan By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Stock Subject to Plan The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

  • Agreement Subject to CAISO Tariff The Parties will comply with all applicable provisions of the CAISO Tariff. This Agreement shall be subject to the CAISO Tariff, which shall be deemed to be incorporated herein.

  • Subject to Annual Appropriation Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year.

  • Grant Subject to Plan Provisions This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

  • Claims Not Subject to Arbitration 13.6.3.1 If the following claims are not resolved through informal Dispute Resolution, they will not be subject to arbitration and must be resolved through any remedy available to a Party pursuant to law, equity or agency mechanism: 13.6.3.1.1 Actions seeking a temporary restraining order or an injunction related to the purposes of this Agreement. 13.6.3.1.2 All claims arising under federal or state statute(s), including antitrust claims.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!