Bank's Duty to Mitigate Sample Clauses

Bank's Duty to Mitigate. The Bank agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to be affected under Section 2.4, 2.5 or 2.6 hereof, the Bank will, to the extent not inconsistent with the Bank's internal policies and customary business practices, use reasonable efforts to make, fund or maintain the LIBOR Portions through another lending branch or office of the Bank if as a result thereof the unlawfulness which would otherwise require payment of such Loans pursuant to Section 2.4 hereof would cease to exist or the circumstances which under Section 2.5 hereof would otherwise terminate such Bank's obligation to make LIBOR Portions would cease to exist or the increased costs or other compensation which would otherwise be required to be paid in respect of LIBOR Portions pursuant to Sections 2.6 hereof would be materially reduced, and if, as determined by the Bank, in its sole discretion, the making, funding or maintaining of such Portions through such other lending branch or office would not otherwise adversely affect such Portions or the Bank. The Company hereby agrees to pay all reasonable expenses incurred by the Bank in utilizing another lending branch or office of the Bank pursuant to this Section 2.9.
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Bank's Duty to Mitigate. Each Bank agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to be affected under Section 1.9, 9.1, 9.2 or 9.3 hereof, such Bank will, after written notice to the Borrowers, to the extent not inconsistent with such Bank's internal policies and customary business practices, use its best efforts to make, fund or maintain the affected Fixed Rate Loan or issue or participate in the affected L/C, as the case may be, through another lending office of such Bank if as a result thereof the unlawfulness which would otherwise require payment of such Fixed Rate Loan pursuant to Section 9.1 or 9.2 hereof would cease to exist or the circumstances which would otherwise terminate such Bank's obligation to make such Fixed Rate Loan under Section 9.1 or 9.2 hereof would cease to exist or the increased costs which would otherwise be required to be paid in respect of such Fixed Rate Loan or L/C pursuant to Section 1.9 or 9.3 hereof would be materially reduced, and if, as determined by such Bank, in its sole discretion, the making, funding or maintaining of such Fixed Rate Loan, or issuance or participation in such L/C, as the case may be, through such other lending office would not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. The Borrowers hereby agree to pay all reasonable expenses incurred by each such Bank in utilizing another lending office pursuant to this Section 9.7(a).
Sample 1
Bank's Duty to Mitigate. (a) Each Bank agrees that, as promptly as practicable after it becomes aware of an event or existence of a condition which would cause it to be affected under Section 1.11 or 1.12, it will use all commercially reasonable efforts to make, fund or maintain its Loans through a different Applicable Lending Office, if as a result the effect of such event or condition on the Borrower under Section 1.11 or 1.12 would be materially reduced and will not, in the judgment of the Bank, be otherwise disadvantageous to it. If any Bank makes, funds or maintains its Loans through a different Applicable Lending Office, it shall, as between the Borrower and such Bank, be treated as if the Bank made the Loan and the Borrower and the Bank continue to be debtor and creditor with respect to such Loan. Such arrangement shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of the applicable Note. (b) If any Bank requests compensation under Section 1.11, or if the Borrower is required to pay any additional amount to any Bank or any Governmental Authority on the account of any Bank pursuant to Section 1.14, then the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.12) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank); provided, that (i) such Bank shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (ii) in the case of a claim for compensation under Section 1.11 or payments required to be made pursuant to Section 1.14, such assignment will not result in a reduction in such compensation or payments. A Bank shall not be required to make any such assignment and delegation if , prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Sample 1
Bank's Duty to Mitigate. (a) Each Bank agrees that, as promptly as practicable after it becomes aware of an event or existence of a condition which would cause it to be affected under Section 1.11 or 1.12, it will use all commercially reasonable efforts to make, fund or maintain its Loans through a different Applicable Lending Office, if as a result the effect of such event or condition on the Borrower under Section 1.11 or 1.12 would be materially reduced and will not, in the judgment of the Bank, be otherwise disadvantageous to it. If any Bank makes, funds or maintains its Loans through a different Applicable Lending Office, it shall, as between the Borrower and such Bank, be treated as if the Bank made the Loan and the Borrower and the Bank continue to be debtor and creditor with respect to such Loan. Such arrangement shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of the applicable Note. (b) If any Bank requests compensation under Section 1.11, or if the Borrower is required to pay any additional amount to any Bank or any Governmental Authority on the account of any Bank pursuant to Section 1.14, then the Borrower may, at its sole expense and effort, upon
Sample 1

Related to Bank's Duty to Mitigate

  • No Duty to Mitigate Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

  • Duty to Mitigate Each Party agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the other Party’s failure to perform pursuant to this Agreement.

  • No Duty to Mitigate Damages Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

  • Duty to Perform and Duty to Mitigate 11.6.1 To the extent not prevented by a Force Majeure Event pursuant to Article 11.3, the Affected Party shall continue to perform its obligations pursuant to this Agreement. The Affected Party shall use its reasonable efforts to mitigate the effect of any Force Majeure Event as soon as practicable.

  • Obligation to Mitigate Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.21 unless Borrower agrees to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing such other office or take such other measures as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

  • Duty to Maintain During the term of this Agreement, Consultant/Licensor shall use its best efforts to maintain in full force and effect U.S. federal registrations for the Consultant/Licensor Marks.

  • No Obligation to Mitigate Damages Employee shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Employee as a result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise, except to the extent provided in Section 3 above.

  • No Obligation to Mitigate Executive shall not be required to seek other employment or otherwise to mitigate Executive's damages upon any termination of employment; provided, however, that, to the extent Executive receives from a subsequent employer health or other insurance benefits that are substantially similar to the benefits referred to in Section 5(b) hereof, any such benefits to be provided by the Company to Executive following the Term shall be correspondingly reduced.

  • Conditions to Receipt of Severance No Duty to Mitigate (a) Separation Agreement and Release of Claims. Executive will not receive severance pay or benefits other than the Accrued Obligations unless (x) Executive signs and does not revoke a separation agreement and release of claims in the form attached as Exhibit A, but with any appropriate reasonable modifications, reflecting changes in applicable law, as is necessary to provide the Company with the protection it would have if the Release was executed as of the date of this Agreement (the “Release”) and (y) such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. All payments will be made upon the effectiveness of the Release but will be delayed until a subsequent calendar year if necessary so their timing does not result in penalty taxation under Section 409A. Severance payments or benefits will not be paid or provided until the Release becomes effective and irrevocable. For avoidance of doubt, although Executive’s severance payments and benefits are contractual rights, not “damages,” Executive is not required to seek other employment or otherwise “mitigate damages” as a condition of receiving such payments and benefits. (b) If any amount or benefit that would constitute non-exempt “deferred compensation” under Internal Revenue Code (“Code”) Section 409A would be payable under this Agreement by reason of Executive’s “separation from service” during a period in which Executive is a “specified employee” (within the meaning of Code Section 409A as determined by the Company), then any payment or benefits will be delayed until the earliest date on which they could be paid or distributed without being subject to penalty taxation under Code Section 409A. (c) Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Treasury Regulations Section 1.409A-2(b)(2).

  • Limitation on Duty to Collect Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Fund if such Securities are in default or payment is not made after due demand or presentation.

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