Confirmation By Note Parties Of Obligations And Specified Default Sample Clauses

Confirmation By Note Parties Of Obligations And Specified Default. Each Note Party acknowledges and agrees that as of September 13, 2024, the aggregate principal balance of the outstanding Obligations under the Indenture is $185,523,282.66, and that the respective principal balances of the Notes to each Holder as of such date are set forth on Exhibit B. The foregoing amounts do not include accrued and unpaid interest, fees, expenses and other amounts that are chargeable or otherwise reimbursable under the Indenture and the other Note Documents. As of the date of this Agreement, none of the Company or the other Note Parties have any rights of offset, defenses, claims or counterclaims with respect to any of the Obligations. Each Note Party acknowledges and agrees that (i) the Specified Default constitutes a Registration Default that is expected to occur during the Waiver Period and (ii) the Specified Default will not be cured during the Waiver Period. Prior to the effectiveness of this Agreement, the Specified Default would obligate the Company to pay the Liquidated Damages and/or Additional Interest as set forth in, and pursuant to, the Registration Rights Annex. Each Note Party acknowledges and agrees that, upon the occurrence of the Specified Default, the Holders are entitled to the Liquidated Damages and/or Additional Interest, and that, in the event of the expiration or termination of the Waiver Period, the Liquidated Damages and Additional Interest shall be deemed, retroactively, to be due and owing as of the date of the occurrence of the Specified Default.
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Related to Confirmation By Note Parties Of Obligations And Specified Default

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Definitions For purposes of this Agreement:

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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