Conditions and Extent of Obligation Sample Clauses

Conditions and Extent of Obligation. FIND shall indemnify and hold harmless WSC from and against any and all Liabilities, including third party claims, arising out of and directly attributable to the breach by FIND of any FIND representation, warranty or covenant contained in this Agreement, in each case only to the extent that (i) any alleged breach involved in any claim for indemnification by WSC hereunder, the total amount of the claimed Liabilities by WSC in relation thereto, and the precise extent to which any such Liabilities were directly attributable to such alleged breach, are all uncontested and conceded in writing by FIND, or (ii) any alleged breach involved in any claim for indemnification by WSC hereunder is found to have occurred, the total amount of the claimed Liabilities by WSC in relation thereto are determined, and the precise extent to which any such Liabilities were directly attributable to such alleged breach are determined, in each case by an appropriate authority in accordance with the arbitration provision set forth in Section 9. 2 of this Agreement. In any event, FIND shall only be obligated hereunder to provide indemnification up to the actual extent that any such Liabilities were conceded to or found to (as applicable) be directly attributable to any such breach, provided, however, that (x) no claim for indemnification shall be made hereunder by WSC unless and until the aggregate amount of claimed Liabilities reasonably exceeds an amount equal to twenty thousand dollars (USD$20,000), (y) no claim for indemnification shall be made hereunder by WSC after the date that is twelve (12) months following the Closing Date, and (z) the aggregate indemnification obligation arising hereunder shall not exceed an amount equal to one million one hundred fifteen thousand dollars (USD$1,115,000).
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Related to Conditions and Extent of Obligation

  • Affirmation of Obligations Each of the Credit Parties hereby acknowledges, agrees and affirms (a) its obligations under the Credit Agreement and the other Loan Documents, including, without limitation, its guaranty obligations thereunder, (b) that such guaranty shall apply to the Obligations in accordance with the terms thereof, (c) the grant of the security interest in all of its assets pursuant to the Loan Documents and (d) that such liens and security interests created and granted are valid and continuing and secure the Obligations in accordance with the terms thereof.

  • Reaffirmation of Obligations Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

  • Conditions of Obligations Your obligations hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company contained in Section 1 hereof, the accuracy of the statements of the Company made pursuant to the provisions hereof, to the performance by the Company of its covenants, agreements and obligations contained in Sections 3 and 5 hereof, and to the following additional conditions:

  • Duration of Obligations The Manager’s obligation to provide Disentanglement Services will continue during the period commencing on the date that a Termination Notice is delivered and ending on the date on which the Successor Manager or the re-engaged Manager assumes all of the obligations of the Manager hereunder (the “Disentanglement Period”).

  • Ratification of Obligations Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

  • Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

  • Confirmation of Obligations Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.

  • Guaranty of Obligations Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and timely payment and performance of all of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor.

  • Release of Obligations If the Delivery Date has not occurred on or prior to the Cut-Off Date (including by reason of the Aircraft not being completed and delivered, the Owner Participant's failure to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof and no transferee Owner Participant having been identified pursuant to Section 3.05(a) hereof), then, in such event, the Owner Trustee shall not purchase the Aircraft from AVSA, and subject to the last sentence of Section 3.05(a) hereof the parties to the Operative Agreements shall have no further obligations or liabilities under any of said Operative Agreements with respect to the Aircraft, including the obligation of the Owner Participant to participate in the payment of the Purchase Price, and such documents shall terminate and have no further force or effect with respect to the Aircraft; provided, however, that if the last sentence of Section 3.05(a) hereof does not apply the Lessee shall provide, no later than the Cut-Off Date, notice of prepayment to the Indenture Trustee and the Certificates shall be prepaid on the 15th day following the Cut-Off Date as provided in Section 6.02(a)(vi) of the Original Indenture and Section 17.02(c) hereof and provided further, that (i) the Lessee's obligation to pay any Transaction Costs as provided in Section 3.04 hereof (to the extent such section is applicable) and to indemnify such parties to the extent provided in such documents, shall not be diminished or modified in any respect and (ii) the obligations of the Owner Trustee, the Indenture Trustee and the Lessee to return funds and pay interest, costs, expenses and other amounts thereon or in respect thereof as provided in Section 3.02 hereof shall continue.

  • Guaranty of Obligation Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

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