Creation of Future Obligations Sample Clauses

Creation of Future Obligations. All of the Non-Existing Senior Subordinated Secured Notes Obligations shall be deemed to have been funded by the relevant Secured Creditors in reliance upon the agreements contained in this Section 12, and the Existing Senior Subordinated Secured Notes Creditor (i) expressly waives notice of acceptance of the agreements set forth herein, notice of reliance thereon and any other agreements and notice of the creation of any Non-Existing Senior Subordinated Secured Notes Obligations, (ii) agrees that the Secured Creditors shall be entitled to rely upon the agreements set forth herein at all times in creating Non-Existing Senior Subordinated Secured Notes Obligations and (iii) agrees that (w) additional extensions of credit may be made pursuant to the Credit Agreement, with the consent of the Required Lenders in accordance with Section 13.12 of the Credit Agreement and any other Lenders whose consent is required thereunder, (x) additional Credit Document Obligations resulting therefrom may be designated as Non-Existing Senior Subordinated Secured Notes Obligations (and shall be entitled to such priorities with respect to the Collateral as may be agreed amongst the Required Lenders), (y) no further consent of the Existing Senior Subordinated Secured Notes Creditor shall be required in connection therewith (so long as the incurrence of such Indebtedness under the Credit Agreement is not expressly prohibited by the Existing Senior Subordinated Secured Notes Indenture) and (z) the provisions of this Section 12 (and Section 8.4) shall be fully applicable to the Credit Document Obligations so created in the future.
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Creation of Future Obligations. (a) All of the Bank Credit Agreement Obligations shall be deemed to have been funded by the Lenders and incurred by the Borrower in reliance upon this Agreement, and the Note Agent and each Senior Noteholder expressly waive notice to the Note Agent or any Senior holder of the acceptance of the subordination and other agreements set forth herein, notice of reliance on such subordination and other agreements and notice of the creation of any of the Bank Credit Agreement Obligations after the date hereof, and agree that the Lenders shall be entitled to rely upon the subordination and other agreements set forth herein at all times for all purposes in connection with the Bank Credit Agreement Obligations. (b) All of the Senior Note Obligations shall be deemed to have been funded by the Senior Noteholders and incurred by the Borrower in reliance upon this Agreement, and the Credit Agent and each Lender expressly waive notice to the Credit Agent or any Lender of the acceptance of the subordination and other agreements set forth herein, notice of reliance on such subordination and other agreements and notice of the creation of any of the Senior Note Obligations after the date hereof and agree that the Senior Noteholders shall be entitled to rely upon the subordination and other agreements set forth herein at all times for all purposes in connection with the Senior Note Obligations.
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Creation of Future Obligations. (a) All of the BTCC Credit Agreement Obligations shall be deemed to have been funded by the Lenders and incurred by the Borrower in reliance upon this Agreement, and the Note Agent and each Senior Noteholder expressly waive notice to the Note Agent or any Senior Noteholder of the acceptance of the subordination and other agreements set forth herein, notice of reliance on such subordination and other agreements and notice of the creation of any of the BTCC Credit Agreement Obligations after the date hereof, and agree that the Lenders shall be entitled to rely upon the subordination and other agreements set forth herein at all times in creating the BTCC Credit Agreement obligations. (b) All of the Senior Note Obligations shall he deemed to have been funded by the Senior Noteholders and incurred by the Borrower in reliance upon this Agreement, and the Credit Agent and each Lender expressly waive notice to the Credit Agent or any Lender of the acceptance of the subordination and other agreements set forth herein, notice of reliance on such subordination and other agreements and notice of the creation of any of the Senior Note Obligations after the date hereof and agree that the Senior Noteholders shall be entitled to rely upon the subordination and other agreements set forth herein at all times in creating the Senior Note Obligations.
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Creation of Future Obligations. All of the First Priority Secured Obligations shall be deemed to have been funded by the Secured Creditors in reliance upon the agreements contained in this Section 11, and each Bank expressly waives notice of acceptance of the agreements set forth herein, notice of reliance thereon and any other agreements and notice of the creation of any First Priority Secured Obligations after the date hereof, and agrees that the Secured Creditors shall be entitled to rely upon the agreements set forth herein at all times in creating First Priority Secured Obligations. It is expressly agreed that, subject to the provisions of Section 7.01, additional extensions of credit may be made pursuant to the Existing Credit Agreement or Interest Rate Protection Agreements (including but not limited to refinancings permitted pursuant to Section 7.01), and that such additional obligations may be designated as First Priority Secured Obligations (and shall be entitled to the priorities with respect to the Collateral as are provided in this Section 11), and that, except to the extent the Incurrence of any Indebtedness would violate Section 7.01, no further consent of the Banks shall be required in connection therewith and that the provisions of this Section 11 shall be fully applicable to the obligations so created in the future. The Banks hereby authorize the Collateral Agent to amend the Security Documents as necessary or desirable to effect the foregoing agreements.
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Creation of Future Obligations. All of the Non-Tranche D Secured Obligations shall be deemed to have been funded by the Secured Creditors in reliance upon the agreements contained in this Section 15, and each Tranche D Bank expressly waives notice of acceptance of the agreements set forth herein, notice of reliance thereon and any other agreements and notice of the creation of any Non-Tranche D Secured Obligations after the date hereof, and agrees that the Secured Creditors shall be entitled to rely upon the agreements set forth herein at all times in creating Non-Tranche D Secured Obligations. It is expressly agreed that additional extensions of credit may be made pursuant to this Agreement, with the consent of the Required Banks in accordance with Section 13.12 and any other Banks whose consent is required thereunder, and that such additional Obligations may be designated as Non-Tranche D Secured Obligations (and shall be entitled to such priorities with respect to the Collateral as may be agreed amongst the Required Banks), and that no further consent of the Tranche D Banks shall be required in connection therewith and that the provisions of this Section 15 shall be fully applicable to the Obligations so created in the future.
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Creation of Future Obligations. All of the Non-Senior [Subordinated] Secured Notes Obligations shall be deemed to have been funded by the relevant Secured Creditors in reliance upon the agreements contained in this Section 12, and the Senior
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Related to Creation of Future Obligations

  • Disclosure Obligations LAUSD expects Contractors and their Representatives to satisfy the following public disclosure obligations:

  • Non-Disclosure Obligations 12.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereof.

  • Nondisclosure Obligations 2.1 Confidential Information of Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

  • Non-Disclosure Obligation Except as required by court order, subpoena, or Applicable Law, neither Party shall disclose to third parties any confidential or proprietary information regarding the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the other Party pursuant to this Agreement or the Parties’ relationship prior thereto or is developed pursuant to this Agreement, without the express written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all information regarding the terms and conditions of this Agreement confidential and shall disclose such information to third Persons only as reasonably required for the permitting of the Project; financing the development, construction, ownership, operation and maintenance of the Plant; or as reasonably required by either Party for performing its obligations hereunder and if prior to such disclosure, the disclosing Party informs such third Persons of the existence of this confidentiality obligation and only if such third Persons agree to maintain the confidentiality of any information received. This Article 13 shall not apply to information that was already in the possession of one Party prior to receipt from the other, that is now or hereafter becomes a part of the public domain through no fault of the Party wishing to disclose, or that corresponds in substance to information heretofore or hereafter furnished by third parties without restriction on disclosure.

  • Nondisclosure Obligation All Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information: 4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; 4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; 4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; 4.1.4 is developed by the receiving Party independently of Information received from the disclosing Party, as documented by the receiving Party’s business records; 4.1.5 is disclosed to governmental or other regulatory agencies in order to obtain patents on Inventions in accordance with Article 7 herein or to gain or maintain approval to conduct clinical trials on Compound or Product or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or approvals; 4.1.6 is deemed necessary by Merck to be disclosed to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the ordinary course of business to achieve the objectives of this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that the term of confidentiality for such Third Parties shall be no less than ten (10) years; or 4.1.7 is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years. 4.1.8 is deemed necessary by the receiving Party to be disclosed to such Party’s executives, management and other advisors, including but not limited to members of the Board of Directors and/or Scientific Advisory Board, consultants, bankers, lenders, existing and prospective bona fide investors, and prospective merger and/or acquisition partners (“Representatives”) on the following conditions: [***]. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. If a Party is required by judicial or administrative process (including a request for discovery received in an arbitration or litigation proceeding), or by a statute, regulation or rule of law (e.g., securities laws, rules and regulations), to disclose information that is subject to the non-disclosure provisions of this Section 4.1 or Section 4.2, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1 and Section 4.2, and the Party disclosing information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such information. The Parties will consult and cooperate fully with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities and Exchange Commission or similar governmental agency in the U.S. or abroad, or as otherwise required by law.

  • Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).

  • Ranking of Obligations The Company’s payment obligations under this Agreement and the Notes will, upon issuance of the Notes, rank pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Company and senior to any mandatorily redeemable Preferred Stock issued by the Company.

  • Company to Reaffirm Obligations The Company will, at the time of each exercise of this Warrant, upon the written request of the Holder hereof, acknowledge in writing its continuing obligation to afford to the Holder all rights (including without limitation any rights to registration of the shares of Common Stock issued upon exercise) to which the Holder shall continue to be entitled after exercise in accordance with the terms of this Warrant; provided, however, that if the Holder shall fail to make a request, the failure shall not affect the continuing obligation of the Company to afford the rights to such Holder.

  • Acceleration of the Obligations Upon or at any time after the occurrence and during the continuance of an Event of Default, (i) the Revolving Loan Commitments shall, at the option of Agent or Majority Lenders be terminated and/or (ii) Agent or Majority Lenders may declare all or any portion of the Obligations at once due and payable without presentment, demand protest or further notice by Agent or any Lender, and Borrowers shall forthwith pay to Agent, the full amount of such Obligations, provided, that upon the occurrence of an Event of Default specified in subsection 10.1.8 hereof, the Revolving Loan Commitments shall automatically be terminated and all of the Obligations shall become automatically due and payable, in each case without declaration, notice or demand by Agent or any Lender.

  • Corporate Obligation No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection herewith. ARTICLE TWO

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