Common use of Compelled Return of Payments or Proceeds Clause in Contracts

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent or such Lender’s rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent Agent's or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments, the expiration of the Letters of Credit and the indefeasible full payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Resellers shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or and/or such Lender for and hold such Administrative Agent or and/or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or and/or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or and/or such Lender shall be without prejudice to such Administrative Agent or and/or such Lender’s rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent Agent's or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments, the expiration of the Letters of Credit and the indefeasible full payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any actual loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent Agent’s or such Lender’s rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments, the expiration of the Letters of Credit and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an the Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoffset-off, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or and/or such Lender for and hold such Administrative Agent or and/or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or and/or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or and/or such Lender shall be without prejudice to such Administrative Agent or and/or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoffset- off, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was were never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent Agent's or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments, the expiration of the Letters of Credit and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral from Borrower because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement each Loan Document and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived with respect thereto as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lenderand Lenders, and shall indemnify such Administrative Agent or such Lender for and Lenders for, and hold such Administrative Agent or such Lender and Lenders harmless from from, any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such any Lender may take in reliance upon its receipt of any such payment or proceedspayment. Any such contrary action so taken by such Administrative Agent or such any Lender shall be without prejudice to such Administrative Agent or such Agent's and Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitment, the expiration of the Letters of Credit and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any actual loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent Agent's or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments, the expiration of the Letters of Credit and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any -------------------------------------------- reason compelled to surrender any payment or any proceeds of any collateral under the Collateral Guaranty Security Documents because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasibleirrevocable. The provisions of this Section shall survive termination of the Facilities and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent Agent’s or such Lender’s rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments, the expiration of the Letters of Credit and the indefeasible full payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any a Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasibleirrevocable. The provisions of this Section shall survive termination of the Facilities Commitments and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any a Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral in an Applicable Currency because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoffset-off, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or such Lender for and hold such Administrative Agent or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or such Lender shall be without prejudice to such Administrative Agent or such Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments, the expiration of the Letters of Credit and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral from a Borrower because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, then this Agreement each Loan Document and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived with respect thereto as if such application was never made; and Reseller such Borrower shall be liable to pay to such Administrative Agent or such Lenderand Lenders, and shall indemnify such Administrative Agent or such Lender for and Lenders for, and hold such Administrative Agent or such Lender and Lenders harmless from from, any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or such any Lender may take in reliance upon its receipt of any such payment or proceedspayment. Any such contrary action so taken by such Administrative Agent or such any Lender shall be without prejudice to such Administrative Agent or such Agent's and Lender’s 's rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitment, the expiration of the Letters of Credit and the indefeasible payment and satisfaction of all of the Loan Obligations.

Compelled Return of Payments or Proceeds. If an the Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds is for any reason invalidated, declared fraudulent, set aside, or determined to be void or voidable as a preference, an impermissible setoffset-off, or a diversion of trust funds, then this Agreement and the Loan Obligations to which such payment or proceeds was applied or intended to be applied shall be revived as if such application was never made; and Reseller Borrower shall be liable to pay to such Administrative Agent or such Lender, and shall indemnify such Administrative Agent or and/or such Lender for and hold such Administrative Agent or and/or such Lender harmless from any loss with respect to, the amount of such payment or proceeds surrendered. This Section shall be effective notwithstanding any contrary action that such Administrative Agent or and/or such Lender may take in reliance upon its receipt of any such payment or proceeds. Any such contrary action so taken by such Administrative Agent or and/or such Lender shall be without prejudice to such Administrative Agent or and/or such Lender’s rights under this Agreement and shall be deemed to have been conditioned upon the application of such payment or proceeds having become final and indefeasible. The provisions of this Section shall survive termination of the Facilities Commitments and the indefeasible payment and satisfaction of all of the Loan Obligations.