Common use of Currency Indemnity Clause in Contracts

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 24 contracts

Samples: Guaranty (Golden Sun Health Technology Group LTD), Guaranty (Visionary Holdings Inc.), Guaranty (Adagio Medical Holdings, Inc.)

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Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 23 contracts

Samples: Guaranty (Akerna Corp.), Guaranty (Akerna Corp.), Guaranty (Akerna Corp.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Financing Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any other Financing Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose “rate of exchange” means the rate at which the Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Lender of the amount due in immediately available fundsdue, the Guarantors shall Borrowers will, on the date of receipt by the Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Lender is the amount then due under this Agreement or such other Financing Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Lender is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrowers shall indemnify and save the Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Financing Document or under any judgment or order.

Appears in 15 contracts

Samples: Subordinate Credit Agreement (Brookfield Infrastructure Corp), Subordinate Credit Agreement (Brookfield Infrastructure Corp), Credit Agreement (Brookfield Business Corp)

Currency Indemnity. IfAny amount received or recovered in a currency other than the currency (the “Denomination Currency”) in which such Note is denominated or in which such amount is payable, for whether as a result of, or of the purpose enforcement of, a judgment or order of obtaining or enforcing judgment against Guarantor in any a court in of any jurisdiction, it becomes necessary to convert into any other currency in the winding up or dissolution of the Issuer or otherwise (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an ), by the Holder in respect of any sum expressed to be due to it from the Issuer or the Guarantors hereunder shall constitute a discharge of the Issuer only to the extent of the amount due under this Guaranty of the Denomination Currency that the Holder is able to purchase with the amount so received or recovered in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the conversion shall be made at first date on which it is practicable to do so). The Issuer agrees that it will indemnify the relevant Holder against any loss arising or resulting from any variation in rates of exchange between (i) the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on at which the Denomination Currency is converted into the Judgment Currency for the purpose of such judgment is givenor order, in the case of any proceeding in the courts of any other jurisdiction winding up, dissolution or otherwise and (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in ii) the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay at which such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could Holder would have been purchased able to purchase the Denomination Currency with the amount of the Judgment Currency stipulated actually received by such Holder if such Holder had utilized such amount of Judgment Currency to purchase the Denomination Currency as promptly as practicable upon such Holder’s receipt thereof. This indemnity will constitute a separate and independent obligation from the other obligations contained in the judgment or judicial order at terms and conditions of the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as Notes, will give rise to a separate debt and shall not be affected by judgment being obtained independent cause of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment, order, claim or proof for any other amounts due under a liquidated sum or sums in respect of this Guarantyamounts due in respect of the relevant Note or under any such judgment, order, claim or proof. The term “rate of exchange” will include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

Appears in 13 contracts

Samples: Indenture, Indenture, Indenture

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange Exchange Rate at which Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Exchange Rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Agent of the amount due in immediately available fundsdue, Borrowers will, on the Guarantors shall date of receipt by Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Agent is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Agent is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrowers shall indemnify and save Agent harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 9 contracts

Samples: Loan and Security Agreement (Handy & Harman Ltd.), Loan and Security Agreement (Officemax Inc), Loan and Security Agreement (Handy & Harman Ltd.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Loan Documents, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any of the other Loan Documents in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the exchange rate of exchange at which Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Agent of the amount due in immediately available fundsdue, Borrowers will, on the Guarantors shall date of receipt by Agent, pay such additional amount (amounts, if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received by Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Agent is the amount then due under this Agreement or such other of the Loan Documents in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Agent is able to purchase is less than the amount of the Currency Due originally due to it, Borrowers and Guarantors shall indemnify and save Agent harmless from and against loss or damage arising as a result of such deficiency. If the amount of the Judgment Currency stipulated which Agent is able to purchase is greater than the amount of the Judgment Currency original due it, Agent agrees, so long as no Event of Default has occurred and is continuing, to return the amount of any excess to Borrowers (or to any other Person who may be entitled thereto under applicable law). The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Loan Documents or under any judgment or order.

Appears in 7 contracts

Samples: Senior Secured Debtor in Possession Credit Agreement (Colt Finance Corp.), Senior Secured Superpriority Debtor in Possession Term Loan Agreement (Colt Finance Corp.), Term Loan Agreement (Colt Finance Corp.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other a particular currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any other Loan Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose “rate of exchange” means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Xxxxxxx, Xxxxxxx. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Agent of the amount due in immediately available fundsdue, the Guarantors shall Borrower will, on the date of receipt by the Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrower shall indemnify and save the Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Loan Document or under any judgment or order.

Appears in 5 contracts

Samples: Credit Agreement (Mercer International Inc.), Credit Agreement (Mercer International Inc.), Credit Agreement (BlueLinx Holdings Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other a particular currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any other Loan Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose “rate of exchange” means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice through its bankers. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Agent of the amount due in immediately available fundsdue, each Canadian Loan Party will, on the Guarantors shall date of receipt by the Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due under this Agreement or any other Loan Document, each Canadian Loan Party shall indemnify and save the Agent and the Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent or the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Loan Document or under any judgment or order.

Appears in 5 contracts

Samples: Credit Agreement (Merus Labs International Inc.), Credit Agreement (PDL Biopharma, Inc.), Credit Agreement (Merus Labs International Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other a particular currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any other Loan Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose “rate of exchange” means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Xxxxxxx, Xxxxxxx. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day immediately preceding the day on which the judgment is given and the date of actual receipt by the Administrative Agent of the amount due in immediately available fundsdue, the Guarantors shall Borrower shall, on the date of receipt by the Administrative Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Administrative Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Administrative Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrower shall indemnify and save the Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Loan Document or under any judgment or order.

Appears in 5 contracts

Samples: Credit Agreement (Pretium Resources Inc.), Credit Agreement (Eldorado Gold Corp /Fi), Credit Agreement (Tahoe Resources Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, jurisdiction with respect to this Agreement or any Other Document it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the Other Documents in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange Exchange Rate at which Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Exchange Rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Agent of the amount due in immediately available fundsdue, the Guarantors shall Borrowers will, on the date of receipt by Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Agent is the amount then due under this Agreement or such Other Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Agent is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrowers shall indemnify and save Agent harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the Other Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the Other Documents or under any judgment or order.

Appears in 4 contracts

Samples: Revolving Credit and Security Agreement (Williams Industrial Services Group Inc.), Revolving Credit and Security Agreement (Williams Industrial Services Group Inc.), Revolving Credit, Term Loan, Guaranty and Security Agreement (Dasan Zhone Solutions Inc)

Currency Indemnity. IfThe Borrower shall, for and shall cause the purpose other Loan Parties to, make payment relative to the Loans and all other obligations and liabilities of obtaining the Loan Parties to the Administrative Agent, the Issuing Bank or enforcing judgment against Guarantor to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any Letter of Credit, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Loan Parties pursuant hereto) or otherwise (collectively, the “Payment Obligations”) in the currency in which such Obligation was effected (the “Agreed Currency”). If any payment is received on account of any Payment Obligation in any court in any jurisdiction, it becomes necessary to convert into any currency other currency than the Agreed Currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Other Currency”) (whether voluntarily or pursuant to an amount due under this Guaranty in any currency (order or judgment or the “Obligation Currency”) other than the Judgment Currencyenforcement thereof, the conversion realization of any collateral or the liquidation of a Loan Party or otherwise), such payment shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment constitute a discharge of the amount due, in the case of any proceeding in the courts of courts liability of the jurisdiction that will give effect Loan Parties hereunder and under the other Loan Documents in respect of such Payment Obligation only to such conversion being made on such date, or (b) the date on which the judgment is given, in the case extent of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Agreed Currency which could have been purchased the relevant Lender, Issuing Bank or the Administrative Agent, as the case may be, is able to purchase with the amount of the Judgment Other Currency stipulated received by it on the Business Day next following such receipt in accordance with its normal banking procedures in the judgment relevant jurisdiction and applicable law after deducting any costs of exchange. To the fullest extent permitted by applicable law, if the amount of the Other Currency received is insufficient to satisfy the Payment Obligation in the Agreed Currency in full, then the Borrower shall on demand, and the Borrower hereby agrees to, indemnify the Lenders, the Issuing Bank and the Administrative Agent from and against any loss or judicial order at cost arising out of or in connection with such deficiency; provided, that if the rate amount of exchange prevailing on the Judgment Conversion Date. Any Agreed Currency so purchased is greater than the amount of the Agreed Currency due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of such liability immediately prior to such judgment or order, voluntary prepayment, realization of collateral, liquidation of a Loan Party or otherwise, then the Administrative Agent, the Issuing Bank or the Lenders, as the case may be, agree to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). To the fullest extent permitted by applicable law, the foregoing indemnity and agreement by each party shall constitute an obligation separate and independent from all other obligations contained in this GuarantyAgreement and shall give rise to a separate and independent cause of action. In the event of any inconsistency between the terms of this Section 2.23 and the terms of any other section in this Agreement or any other Loan Document, the terms and conditions of this Section 2.23 shall control.

Appears in 4 contracts

Samples: Senior Unsecured Multi Year Revolving Credit Agreement (HF Sinclair Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)

Currency Indemnity. If, In the event that for the purpose of obtaining or enforcing judgment against Guarantor judgement in any court in of any jurisdiction, country or enforcement of any judgement by the Lenders it becomes necessary to convert into any other an amount of the currency due hereunder (such other currency being hereinafter in this Section 15 referred to as the “Judgment Agreed Currency”) ), into an amount due under this Guaranty in any of another currency (the “Obligation Judgement Currency”) other than ), then the Judgment amount due hereunder, expressed in the Judgement Currency, the conversion shall be made at determined on the basis of the rate of exchange prevailing at which the Facility Agent for account of the Lenders is able to purchase the relevant amount of the Judgement Currency on the Business Banking Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment judgement is given, given or on such earlier date as may be required by the procedural law of the court in which the case of any proceeding in the courts of any other jurisdiction judgement is sought (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the Judgment Agreed Conversion Date”). If, in In the case event of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the such rate of exchange prevailing between the Judgment Agreed Conversion Date and the date of actual receipt of the amount due in immediately available fundspayment, the Guarantors Borrower shall pay such additional amount amounts of the Judgement Currency (if any, but in any event not a lesser amountor the Lenders through the Facility Agent shall remit to the Borrower amounts of such currency) as may be necessary appropriate to ensure that the amount actually received in amounts of the Judgment CurrencyJudgement Currency paid by the Borrower, when converted at the rate of exchange as defined above prevailing on at the date of actual payment, will shall produce in total the amount of the Obligation Agreed Currency which could have been purchased due hereunder together with any premium or costs of exchange payable in connection with the amount of purchase or conversion into the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion DateAgreed Currency. Any amount such additional amounts due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment a judgement being obtained for any other amounts sums due under or in respect of this GuarantyCredit Agreement.

Appears in 4 contracts

Samples: Credit Agreement (MTS Inc), Credit Agreement (MTS Inc), Credit Agreement (Mobile Telesystems Ojsc)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 16 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 16 being hereinafter in this Section 15 16 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 16 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 3 contracts

Samples: Guaranty (Helios & Matheson Analytics Inc.), Guaranty (Helios & Matheson Analytics Inc.), Guaranty (Helios & Matheson Analytics Inc.)

Currency Indemnity. IfIf any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filing or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrower shall be made as an independent obligation, within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding (a) after it receives the date Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of actual payment such Sum to the Contractual Currency. This Clause 21.6 creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 3 contracts

Samples: Loan Agreement (EuroDry Ltd.), Loan Agreement (EuroDry Ltd.), Loan Agreement (Euroseas Ltd.)

Currency Indemnity. (i) The Borrower shall reimburse an L/C Issuer pursuant to Section 2.9(c)(i) in the currency (the “Agreed Currency”) in which the Letter of Credit under which the relevant L/C Issuer made payment was issued. If any payment is received on account of any Letter of Credit in any currency (the “Other Currency”) other than the Agreed Currency (whether voluntarily, pursuant to the Borrower or an Unreimbursed Amount, or pursuant to an order or judgment or the enforcement thereof or the realization of any security or the liquidation of the Borrower or otherwise howsoever), such payment shall constitute a discharge of the liability of the Borrower hereunder and under the other Loan Documents in respect thereof only to the extent of the amount of Agreed Currency which the relevant L/C Issuer is able to purchase with the amount of the Other Currency received by it on the Business Day next following such receipt in accordance with its normal procedures and after deducting any premium and costs of exchange. (ii) If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other a particular currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Agreed Currency, then the conversion shall be made at on the basis of the rate of exchange prevailing on the next Business Day immediately preceding (a) following the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date given and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may the Borrower shall be necessary obligated to ensure that pay the amount actually received relevant L/C Issuer any deficiency in accordance with Section 2.9(l)(iii). For the foregoing purposes “rate of exchange” means the rate at which an L/C Issuer, in accordance with its normal banking procedures is able on the relevant date to purchase the Agreed Currency with the Judgment Currency after deducting any premium and costs of exchange. (iii) If an L/C Issuer receives any payment or payments on account of the liability of the Borrower hereunder pursuant to any judgment or order in any Other Currency, when converted at the rate of exchange prevailing on the date of payment, will produce and the amount of the Obligation Agreed Currency which could have been purchased the relevant L/C Issuer is able to purchase on the Business Day next following such receipt with the proceeds of such payment or payments in accordance with its normal procedures and after deducting any premiums and costs of exchange is less than the amount of the Judgment Agreed Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of such liabilities immediately prior to such judgment or order, then the Borrower on demand shall, and the Borrower hereby agrees to, indemnify and save the relevant L/C Issuer harmless from and against any loss, cost or expense arising out of or in connection with such deficiency. The agreement of indemnity provided for in this GuarantySection 2.9(l)(iii) shall constitute an obligation separate and independent from all other obligations contained in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted an L/C Issuer, Administrative Agent or Bank, or any of them from time to time, and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc)

Currency Indemnity. (a) Each Credit Party’s obligation to make payments hereunder in any Specified Currency shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment or otherwise, which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by the Bank of the full amount of the Specified Currency payable under this Agreement. Each Credit Party shall indemnify the Bank for any shortfall and such Credit Party’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunder, and shall not be affected by judgment being obtained for other sums due hereunder. (b) If, for the purpose of obtaining or enforcing judgment against Guarantor any Credit Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other currency than the Specified Currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Specified Currency, the conversion shall be made at the rate Dollar Equivalent of exchange prevailing on such amount, in each case, as of the Business Day date immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction given (the applicable date as of which such conversion is made pursuant to this Section 15 Business Day being hereinafter in this Section 15 referred to as the “Judgment Currency Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall pay applicable Credit Party obligated in respect thereof covenants and agrees to pay, or cause to be paid, such additional amount amounts, if any (if any, but in any event not a lesser amount) ), as may be necessary to ensure that the amount actually received paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Specified Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order award at the rate of exchange prevailing on the Judgment Currency Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 3 contracts

Samples: Letter of Credit Facility Agreement (Sunpower Corp), Letter of Credit Facility Agreement (Sunpower Corp), Letter of Credit Facility Agreement (Sunpower Corp)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Credit Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any other Credit Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose "rate of exchange" means the rate at which the Ad- ministrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgement Currency in accordance with its normal practice at its Main Branch in Xxxxxxx, Xxxxxxx. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall Applicable Borrower will, on the date of payment, pay such additional amount (amounts, if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received paid on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce payment is the amount then due under this Agreement or such other Credit Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Administrative Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Applicable Borrower shall indemnify and save the Banks harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Credit Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Banks from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Credit Document or under any judgment or order.

Appears in 3 contracts

Samples: Credit Agreement (MMH Holdings Inc), Credit Agreement (Morris Material Handling Inc), Credit Agreement (MMH Holdings Inc)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other a particular currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any other Loan Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose “rate of exchange” means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day immediately preceding the day on which the judgment is given and the date of actual receipt by the Administrative Agent of the amount due in immediately available fundsdue, the Guarantors shall Loan Parties shall, on the date of receipt by the Administrative Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Administrative Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Administrative Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrower shall indemnify and save the Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Loan Document or under any judgment or order.

Appears in 2 contracts

Samples: Second Out Term Loan Credit Agreement (Internap Corp), Senior Secured Term Loan Credit Agreement (Internap Corp)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the Related Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the Related Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange Exchange Rate at which the Purchaser is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Exchange Rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Purchaser of the amount due in immediately available fundsdue, Company will, on the Guarantors shall date of receipt by the Purchaser, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Purchaser on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Purchaser is the amount then due under this Agreement or such of the Related Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Purchaser is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Company shall indemnify and save the Purchaser harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the Related Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Purchaser from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this Guaranty.Agreement or any of the Related Agreements or under any judgment or order. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

Appears in 2 contracts

Samples: Securities Purchase Agreement (Creative Vistas Inc), Securities Purchase Agreement (Creative Vistas Inc)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Financing Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any other Financing Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose "rate of exchange" means the rate at which the Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Lender of the amount due in immediately available fundsdue, the Guarantors shall Borrowers will, on the date of receipt by the Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Lender is the amount then due under this Agreement or such other Financing Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Lender is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrowers shall indemnify and save the Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Financing Document or under any judgment or order.

Appears in 2 contracts

Samples: Subordinate Credit Agreement (Brookfield Infrastructure Corp), Subordinate Credit Agreement (Brookfield Infrastructure Corp)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange Exchange Rate at which Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Exchange Rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Lender of the amount due in immediately available fundsdue, Borrowers will, on the Guarantors shall date of receipt by Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Lender is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Lender is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrowers shall indemnify and save Lender harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 2 contracts

Samples: Loan and Security Agreement (Play by Play Toys & Novelties Inc), Loan and Security Agreement (Safety Components International Inc)

Currency Indemnity. IfDollars, with respect to the Dollar Notes and euros, with respect to the Euro Notes are the required currencies (each, a “Required Currency”) of account and payment for all sums payable under the purpose Notes, the Guarantees and this Indenture. Any amount received or recovered in respect of obtaining the Notes, any Guarantee or enforcing otherwise under this Indenture in a currency other than the applicable Required Currency (whether as a result of, or of the enforcement of, a judgment against Guarantor in any or order of a court in of any jurisdiction, it becomes necessary in the winding up or dissolution of each Issuer, any Subsidiary or otherwise) by the Trustee or a Holder in respect of any sum expressed to convert into any other currency (be due to such Holder from the Issuers or the Guarantors shall constitute a discharge of the Issuers’ or the Guarantors’ obligations only to the extent of the amount of the applicable Required Currency which the recipient is able to purchase with the amount so received or recovered in such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of paymentthat receipt or recovery (or, will produce if it is not possible to purchase the applicable Required Currency on that date, on the first date on which it is possible to do so). If the amount of the Obligation applicable Required Currency which could have been purchased with to be recovered is less than the amount of the Judgment applicable Required Currency stipulated expressed to be due to the recipient under any Note, the Issuers or the Guarantors shall indemnify the recipient against the cost of making any further purchase of the applicable Required Currency in an amount equal to such difference. For the judgment or judicial order at purposes of this Section 12.14, it will be sufficient for the rate holder to certify that it would have suffered a loss had the actual purchase of exchange prevailing the applicable Required Currency been made with the amount so received in that other currency on the Judgment Conversion Datedate of receipt or recovery (or, if a purchase of the applicable Required Currency on that date had not been possible, on the first date on which it would have been possible). Any amount due The foregoing indemnities, to the extent permitted by law: (a) constitute a separate and independent obligation from the Guarantors under this Section 15 other obligations of the Issuers and the Guarantors’; (b) shall be due as give rise to a separate debt and independent cause of action; (c) shall not be affected apply irrespective of any waiver granted by judgment being obtained for any Holder; and (d) shall continue in full force and effect despite any other amounts due under judgment, order, claim or proof for a liquidated amount in respect of this Guarantyany sum due under any Note or other judgment or order.

Appears in 2 contracts

Samples: Senior Indenture (Ardagh Finance Holdings S.A.), Secured Indenture (Ardagh Finance Holdings S.A.)

Currency Indemnity. (a) U.S. Dollars is the sole currency of account and payment for all sums payable by the Company and under or in connection with the Notes or this Indenture. The Company’s obligations under the Notes and this Indenture to the Trustee and the Holders of the Notes to make payment in U.S. Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any other currency (in this Section, the “Judgment Currency”) or in another place except to the extent that on the Business Day following receipt of any sum adjudged to be so due in the Judgment Currency the payee may in accordance with normal banking procedures purchase U.S. Dollars in the amount originally due with the Judgment Currency. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdictioncourt, it becomes is necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount a sum due under the Notes and this Guaranty Indenture in any currency (the “Obligation Currency”) other than the U.S. Dollars into a Judgment Currency, the conversion shall be made at the rate of exchange prevailing shall be that at which, in accordance with normal banking procedures, such payee could purchase such U.S. Dollars in New York, New York with the Judgment Currency on the Business Day immediately preceding (a) the date of actual payment of the amount due, day on which such judgment is rendered. The Company’s obligation in the case respect of any proceeding in such sum due under the courts of courts of the jurisdiction that will give effect to such conversion being made on such dateNotes and this Indenture shall, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in notwithstanding the rate of exchange prevailing between actually applied in rendering such judgment, be discharged only to the Judgment Conversion Date extent that on the Business Day following receipt by the relevant payee of any sum adjudged to be due under the Notes and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received this Indenture in the Judgment CurrencyCurrency the relevant payee may, when converted at the rate of exchange prevailing on the date of paymentin accordance with normal banking procedures, will produce the amount of the Obligation Currency which could have been purchased purchase and transfer U.S. Dollars to New York City with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall so adjudged to be due (giving effect to any set-off or counterclaim taken into account in rendering such judgment). Accordingly, the Company, as a separate debt obligation and notwithstanding any such judgment, agrees to indemnify each of the Holders of the Notes and the Trustee against, and to pay on demand, in U.S. Dollars, the amount by which the sum originally due to the Holders of the Notes or the Trustee in U.S. Dollars under the Notes and this Indenture exceeds the amount of the U.S. Dollars so purchased and transferred. (b) The Company agrees that, notwithstanding any restriction or prohibition on access to the MULC in Argentina, any and all payments to be made under the Notes and this Indenture shall not be affected by judgment being obtained made in U.S. Dollars. Nothing in the Notes and this Indenture shall impair any of the rights of the Holders of the Notes or the Trustee or justify the Company in refusing to make payments under the Notes and this Indenture in U.S. Dollars for any other amounts due reason whatsoever, including, without limitation, any of the following: (i) the purchase of U.S. Dollars in Argentina by any means becoming more onerous or burdensome for the Company than as of the date of this Indenture and (ii) the exchange rate in force in Argentina increasing significantly from that in effect as of the date of this Indenture. The Company waives the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in U.S. Dollars (assuming liability for any force majeure or act of God), or similar defenses or principles (including, without limitation, equity or sharing of efforts principles). (c) In the event that, on any payment date in respect of the Notes, any restriction (including de facto restrictions) or prohibition to access the MULC in Argentina exists, the Company shall seek to pay all amounts payable under the Notes in U.S. Dollars either (i) by purchasing at market price securities of any series of U.S. Dollar-denominated Argentine sovereign bonds or any other securities or private or public bonds issued in Argentina, and transferring and selling such instruments outside Argentina for U.S. Dollars, to the extent permitted by applicable law, or (ii) by any other reasonable means permitted by Argentine law, in each case, on such payment date. All costs and taxes payable in connection with such procedures referred to in clauses (i) and (ii) of this Guarantyparagraph (c) shall be borne by the Company.

Appears in 2 contracts

Samples: Indenture (Telecom Argentina Sa), Indenture (Telecom Argentina Sa)

Currency Indemnity. IfEuros with respect to Euro Notes, and dollars, with respect to the Dollar Notes are the required currencies (each, a “Required Currency”) of account and payment for all sums payable under the purpose Notes, the Guarantees and this Indenture. Any amount received or recovered in respect of obtaining the Notes, any Guarantee or enforcing otherwise under this Indenture in a currency other than the applicable Required Currency (whether as a result of, or of the enforcement of, a judgment against Guarantor in any or order of a court in of any jurisdiction, it becomes necessary in the winding up or dissolution of each Issuer, any Subsidiary or otherwise) by the Trustee or a Holder in respect of any sum expressed to convert into any other currency (be due to such Holder from the Issuers or the Guarantors shall constitute a discharge of the Issuers’ or the Guarantors’ obligations only to the extent of the amount of the applicable Required Currency which the recipient is able to purchase with the amount so received or recovered in such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of paymentthat receipt or recovery (or, will produce if it is not possible to purchase the applicable Required Currency on that date, on the first date on which it is possible to do so). If the amount of the Obligation applicable Required Currency which could have been purchased with to be recovered is less than the amount of the Judgment applicable Required Currency stipulated expressed to be due to the recipient under any Note, the Issuers or the Guarantors shall indemnify the recipient against the cost of making any further purchase of the applicable Required Currency in an amount equal to such difference. For the judgment or judicial order at purposes of this Section 12.14, it will be sufficient for the rate holder to certify that it would have suffered a loss had the actual purchase of exchange prevailing the applicable Required Currency been made with the amount so received in that other currency on the Judgment Conversion Datedate of receipt or recovery (or, if a purchase of the applicable Required Currency on that date had not been possible, on the first date on which it would have been possible). Any amount due The foregoing indemnities, to the extent permitted by law: (a) constitute a separate and independent obligation from the Guarantors under this Section 15 other obligations of the Issuers and the Guarantors’; (b) shall be due as give rise to a separate debt and independent cause of action; (c) shall not be affected apply irrespective of any waiver granted by judgment being obtained for any Holder; and (d) shall continue in full force and effect despite any other amounts due under judgment, order, claim or proof for a liquidated amount in respect of this Guarantyany sum due under any Note or other judgment or order.

Appears in 2 contracts

Samples: Indenture (Ardagh Group S.A.), Indenture (Ardagh Group S.A.)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day business day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 13 being hereinafter in this Section 15 13 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors Guarantor under this Section 15 13 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 2 contracts

Samples: Guaranty (WPCS International Inc), Guaranty (Digital Domain Media Group, Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other a particular currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any other Loan Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose “rate of exchange” means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Txxxxxx, Xxxxxxx. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Agent of the amount due in immediately available fundsdue, the Guarantors shall Borrower will, on the date of receipt by the Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrower shall indemnify and save the Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Loan Document or under any judgment or order.

Appears in 2 contracts

Samples: Credit Agreement (Mercer International Inc.), Credit Agreement (Canwest Media Inc)

Currency Indemnity. (a) The obligation of the Company under this Agreement and the Notes to make payments in Dollars or in any Eurocurrency or Local Currency in which the Loans or any portion thereof are outstanding (the "OBLIGATION CURRENCY") shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent to which such tender or recovery shall result in the effective receipt by the Banks of the full amount of the Obligation Currency expressed to be payable under this Agreement or the Notes. If, for the purpose of obtaining or enforcing judgment against Guarantor the Company in any court or in any jurisdiction, it becomes necessary to convert into any currency other currency than the Obligation Currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”"JUDGMENT CURRENCY") an amount due in the Obligation Currency under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment CurrencyNotes, the conversion shall be made made, at the option of the Relevant Bank, at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in given (such Business Day as the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 may be, being hereinafter in this Section 15 7.6 referred to as the “Judgment Conversion Date”"JUDGMENT CURRENCY CONVERSION DATE"). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, . (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall Company agrees to pay such additional amount (if any, but in any event not a lesser amount) amounts as may be necessary to ensure that the amount actually received paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order award at the rate of exchange prevailing on the Judgment Currency Conversion Date. . (c) Any amount due from the Guarantors Company under this Section 15 shall the foregoing subparagraph will be due as a separate debt and shall not be affected by judgment being obtained for any other amounts sums due under or in respect of this Guarantyotherwise hereunder.

Appears in 2 contracts

Samples: Revolving Credit Agreement (TRW Inc), Revolving Credit Agreement (TRW Inc)

Currency Indemnity. If, for Dollars are the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any sole currency (the “Obligation Required Currency”) of account and payment for all sums payable by the Issuers or any Guarantor under or in connection with the Notes, this Indenture and the Note Guarantees, including damages. Any amount with respect to the Notes, this Indenture the Note Guarantees or the other Notes Documents received or recovered in a currency other than the Judgment Required Currency, whether as a result of, or the conversion shall be made at the rate enforcement of, a judgment or order of exchange prevailing on the Business Day immediately preceding (a) the date a court of actual payment of the amount dueany jurisdiction, in the case winding-up or dissolution of the Issuers or any Guarantor or otherwise by any Holder or by the Trustee or Paying Agent or Master Collateral Agent, in respect of any proceeding in sum expressed to be due to it from the courts of courts Issuers or any Guarantor will only constitute a discharge to the Issuers or any Guarantor to the extent of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Required Currency amount which the judgment recipient is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant able to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of purchase with the amount due so received or recovered in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing other currency on the date of paymentthat receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount is less than the Required Currency amount expressed to be due to the recipient or the Trustee or Paying Agent under the Notes, the Issuers and each Guarantor will indemnify such recipient and/or the Trustee or Paying Agent against any loss sustained by it as a result. In any event, the Issuers and each Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein, for the Holder of a Note or the Trustee or Paying Agent to certify in a manner satisfactory to the Issuers (indicating the sources of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuers’ and each Guarantor’s other obligations, will produce give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the amount Trustee or Paying Agent (other than a waiver of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated indemnities set out herein) and will continue in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt full force and shall not be affected by judgment being obtained for effect despite any other amounts due under judgment, order, claim or proof for a liquidated amount in respect of this Guarantyany sum due under any Note or to the Trustee. For the purposes of determining the amount in a currency other than the Required Currency, such amount shall be determined using the Exchange Rate then in effect.

Appears in 2 contracts

Samples: Indenture (American Airlines, Inc.), Indenture (Delta Air Lines, Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the Related Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any of the Related Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange Exchange Rate at which the Purchaser is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Exchange Rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Purchaser of the amount due in immediately available fundsdue, Company will, on the Guarantors shall date of receipt by the Purchaser, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Purchaser on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Purchaser is the amount then due under this Agreement or such of the Related Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Purchaser is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Company shall indemnify and save the Purchaser harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the Related Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Purchaser from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the Related Agreements or under any judgment or order.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Creative Vistas Inc), Securities Purchase Agreement (Creative Vistas Inc)

Currency Indemnity. (a) The obligation of the Company under this Agreement and the Notes to make payments in Dollars or in any Eurocurrency or Local Currency in which the Loans or any portion thereof are outstanding (the "Obligation Currency") shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent to which such tender or recovery shall result in the effective receipt by the Banks of the full amount of the Obligation Currency expressed to be payable under this Agreement or the Notes. If, for the purpose of obtaining or enforcing judgment against Guarantor the Company in any court or in any jurisdiction, it becomes necessary to convert into any currency other currency than the Obligation Currency (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an amount due in the Obligation Currency under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment CurrencyNotes, the conversion shall be made made, at the option of the Relevant Bank, at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in given (such Business Day as the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 may be, being hereinafter in this Section 15 7.6 referred to as the "Judgment Currency Conversion Date"). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, . (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall Company agrees to pay such additional amount (if any, but in any event not a lesser amount) amounts as may be necessary to ensure that the amount actually received paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order award at the rate of exchange prevailing on the Judgment Currency Conversion Date. . (c) Any amount due from the Guarantors Company under this Section 15 shall the foregoing subparagraph will be due as a separate debt and shall not be affected by judgment being obtained for any other amounts sums due under or in respect of this Guarantyotherwise hereunder.

Appears in 2 contracts

Samples: Multi Year Revolving Credit Agreement (Trans World Airlines Inc /New/), Multi Year Revolving Credit Agreement (TRW Inc)

Currency Indemnity. IfIf any sum due from any Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filming or lodging any claim or proof against a Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrowers shall be made as an independent obligation, within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding (a) after it receives the date Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of actual payment such Sum to the Contractual Currency. This Clause 21.6 creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 2 contracts

Samples: Loan Agreement (DryShips Inc.), Loan Agreement (Star Bulk Management Inc.)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors Guarantor under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 2 contracts

Samples: Guaranty (Helios & Matheson Analytics Inc.), Guaranty (Wet Seal Inc)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made pursuant to the Currency Exchange Convention at which Lender is able, on the rate of exchange relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange pursuant to the Currency Exchange Convention prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Lender of the amount due in immediately available fundsdue, Borrower will, on the Guarantors shall date of receipt by Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Lender is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Lender is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrower shall indemnify and save Lender harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ivc Industries Inc), Loan and Security Agreement (JLM Industries Inc)

Currency Indemnity. (a) Each Credit Party's obligation to make payments hereunder in any Specified Currency shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment or otherwise, which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by the Administrative Agent of the full amount of the Specified Currency payable under this Agreement. Each Credit Party shall indemnify the Administrative Agent, the Issuing Bank, and the other Banks for any shortfall and such Credit Party's obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunder, and shall not be affected by judgment being obtained for other sums due hereunder. (b) If, for the purpose of obtaining or enforcing judgment against Guarantor any Credit Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other currency than the Specified Currency (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Specified Currency, the conversion shall be made at the rate Dollar Equivalent of exchange prevailing on such amount, in each case, as of the Business Day date immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction given (the applicable date as of which such conversion is made pursuant to this Section 15 Business Day being hereinafter in this Section 15 referred to as the "Judgment Currency Conversion Date"). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall pay applicable Credit Party obligated in respect thereof covenants and agrees to pay, or cause to be paid, such additional amount amounts, if any (if any, but in any event not a lesser amount) ), as may be necessary to ensure that the amount actually received paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Specified Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order award at the rate of exchange prevailing on the Judgment Currency Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 2 contracts

Samples: Letter of Credit Facility Agreement (Sunpower Corp), Letter of Credit Facility Agreement (Sunpower Corp)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Loan Documents, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any of the other Loan Documents in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange Spot Rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Applicable Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Exchange Rate prevailing between the Judgment Conversion Date Applicable Business Day before the day on which the judgment is given and the date of actual receipt by the Administrative Agent of the amount due in immediately available fundsdue, the Guarantors shall US Borrowers will, on the date of receipt by the Administrative Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Administrative Agent and the US Lenders on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Administrative Agent is the amount then due under this Agreement or such other of the Loan Documents in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the US Agent is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the US Borrowers shall indemnify and save the Administrative Agent and the US Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Loan Documents or under any judgment or order.

Appears in 2 contracts

Samples: Credit Agreement (Mobile Storage Group Inc), Credit Agreement (Mobile Storage Group Inc)

Currency Indemnity. (a) If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). . (b) If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 2 contracts

Samples: Guaranty (Ascent Solar Technologies, Inc.), Guaranty (Ascent Solar Technologies, Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Financing Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any other Financing Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose “rate of exchange” means the rate at which the Lenders are able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Lenders of the amount due in immediately available fundsdue, the Guarantors shall Borrowers will, on the date of receipt by the Lenders, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Lenders on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Lenders is the amount then due under this Agreement or such other Financing Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Lenders are so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrowers shall indemnify and save the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lenders from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Financing Document or under any judgment or order.

Appears in 2 contracts

Samples: Credit Agreement (Brookfield Asset Management Reinsurance Partners Ltd.), Credit Agreement (Brookfield Asset Management Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or the Guarantee, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or the Guarantee in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange Exchange Rate (as hereinafter defined) at which Secured Party is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Exchange Rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Secured Party of the amount due in immediately available fundsdue, a Debtor will, on the Guarantors shall date of receipt by Secured Party, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Secured Party on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Secured Party is the amount then due under this Agreement or the Guarantee in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Secured Party is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Company shall indemnify and save Secured Party harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement or the Guarantee, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Secured Party from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at for a liquidated sum in respect of an amount due under this Agreement or the Guarantee or under any judgment or order. As used herein, “Exchange Rate” shall mean the prevailing spot rate of exchange prevailing of such bank as Secured Party may reasonably select for the purpose of conversion of one currency to another, at or around 11:00 a.m. Toronto time, on the Judgment Conversion Date. Any amount due from the Guarantors date on which any such conversion of currency is to be made under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this GuarantyAgreement.

Appears in 1 contract

Samples: Security Agreement (Presstek Inc /De/)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any other Loan Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose "rate of exchange" means the rate at which Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Portland, Maine. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Lender of the amount due in immediately available fundsdue, the Guarantors shall applicable Obligor will, on the date of receipt by Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Lender is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Lender is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the applicable Obligor shall indemnify and save Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Loan Document or under any judgment or order.

Appears in 1 contract

Samples: Loan and Security Agreement (First Aviation Services Inc)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose, in "rate of exchange" means the case of any proceeding in rate at which Lender is able, on the courts of any other jurisdiction (relevant date, to purchase the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as Currency Due with the Judgment Conversion Date”)Currency. If, in In the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Lender of the amount due in immediately available fundsdue, Borrower will, on the Guarantors shall date of receipt by Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Lender is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Lender is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrower shall indemnify and save Lender harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 1 contract

Samples: Loan and Security Agreement (Quad Systems Corp /De/)

Currency Indemnity. IfEuros with respect to Euro Notes, and U.S. dollars, with respect to the Dollar Notes are the required currencies (each, a “Required Currency”) of account and payment for all sums payable under the purpose Notes, the Guarantees and this Indenture. Any amount received or recovered in respect of obtaining the Notes, any Guarantee or enforcing otherwise under this Indenture in a currency other than the applicable Required Currency (whether as a result of, or of the enforcement of, a judgment against Guarantor in any or order of a court in of any jurisdiction, it becomes necessary in the winding up or dissolution of each Issuer, any Subsidiary or otherwise) by the Trustee or a Holder in respect of any sum expressed to convert into any other currency (be due to such Holder from the Issuers or the Guarantors shall constitute a discharge of the Issuers’ or the Guarantors’ obligations only to the extent of the amount of the applicable Required Currency which the recipient is able to purchase with the amount so received or recovered in such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of paymentthat receipt or recovery (or, will produce if it is not possible to purchase the applicable Required Currency on that date, on the first date on which it is possible to do so). If the amount of the Obligation applicable Required Currency which could have been purchased with to be recovered is less than the amount of the Judgment applicable Required Currency stipulated expressed to be due to the recipient under any Note, the Issuers or the Guarantors shall indemnify the recipient against the cost of making any further purchase of the applicable Required Currency in an amount equal to such difference. For the judgment or judicial order at purposes of this Section 12.14, it will be sufficient for the rate holder to certify that it would have suffered a loss had the actual purchase of exchange prevailing the applicable Required Currency been made with the amount so received in that other currency on the Judgment Conversion Datedate of receipt or recovery (or, if a purchase of the applicable Required Currency on that date had not been possible, on the first date on which it would have been possible). Any amount due The foregoing indemnities, to the extent permitted by law: (a) constitute a separate and independent obligation from the Guarantors under this Section 15 other obligations of the Issuers and the Guarantors’; (b) shall be due as give rise to a separate debt and independent cause of action; (c) shall not be affected apply irrespective of any waiver granted by judgment being obtained for any Holder; and (d) shall continue in full force and effect despite any other amounts due under judgment, order, claim or proof for a liquidated amount in respect of this Guarantyany sum due under any Note or other judgment or order.

Appears in 1 contract

Samples: Secured Indenture (Ardagh Finance Holdings S.A.)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against the Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors Guarantor under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 1 contract

Samples: Guaranty (Duos Technologies Group, Inc.)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors Guarantor under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 1 contract

Samples: Guaranty (Digital Angel Corp)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made pursuant to the Currency Exchange Convention at which Lender is able, on the rate of exchange relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange pursuant to the Currency Exchange Convention prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Lender of the amount due in immediately available fundsdue, Borrower will, on the Guarantors shall date of receipt by Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Lender is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Lender is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrower shall indemnify and save Lender harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 1 contract

Samples: Loan and Security Agreement (Inverness Medical Innovations Inc)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against All amounts payable by Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made paid to Agent at its main office in Detroit, Michigan, or otherwise as it may from time to time direct, in full free of any present or future taxes, levies, imposts, duties, charges, fees or withholdings and without set-off or counterclaim or any restriction or deduction whatsoever. If Guarantor is compelled by law to make any deduction or withholding, it will promptly pay to Agent such additional amounts as will result in the rate net amount received by Agent being equal to the full amount which would have been receivable had there been no deduction or withholding. Payment shall be in the Permitted Currency in which the monies, obligations or liabilities of exchange prevailing on Guarantor or the Business Day immediately preceding (a) the date of actual payment Permitted Borrower were due, owing or incurred, including without limitation under Section 2.11 of the amount Credit Agreement. No payment to Agent (whether under any judgment or court order or otherwise) shall discharge the obligation or liability in respect of which it was made unless and until Agent shall have received payment in full in the currency in which such obligation or liability was due, in the case of any proceeding in the courts of courts owing or incurred, including without limitation under Section 2.11 of the jurisdiction that will give effect Credit Agreement, and to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure extent that the amount actually received of such payment shall on actual conversion into such currency fall short of such obligation or liability, actual or contingent, expressed in the Judgment Currencythat currency, when converted at the rate Agent shall have a further separate cause of exchange prevailing on the date of payment, will produce action against Guarantor to recover the amount of the Obligation Currency which could have been purchased with shortfall. If and to the extent Guarantor fails to pay the amount due on demand, Agent may in its absolute discretion without notice to Guarantor purchase at any time thereafter so much of any currency as Agent considers necessary or desirable to cover the obligations and liabilities of the Judgment Currency stipulated Permitted Borrowers, Guarantor and any of them in the judgment or judicial order such currency hereby guaranteed at the then prevailing spot rate of exchange prevailing on of Agent (as conclusively determined by Agent) for purchasing such currency with Dollars and Guarantor hereby agrees to indemnify Agent against the Judgment Conversion Datefull Dollar cost incurred by Agent for such purchase. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.* * * [SIGNATURES FOLLOW ON SUCCEEDING PAGE]

Appears in 1 contract

Samples: Company Guaranty (Vishay Intertechnology Inc)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 19 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction given (the applicable such date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 19 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt payment of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. If the amount of the Judgment Currency actually paid is greater than the sum originally due to the Collateral Agent or any Noteholder in the Obligation Currency, the Collateral Agent or such Noteholder agrees to return the amount of any excess to the Company (or to any other Person who may be entitled thereto under applicable law). Any amount due from the Guarantors under this Section 15 19 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 1 contract

Samples: Guaranty (Fisker Inc./De)

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Currency Indemnity. If, for the purpose purposes of obtaining or enforcing ------------------ judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to any Credit Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty any Credit Document in any currency (the “Obligation Currency”) ----------------- other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be ------------ made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose, "rate of exchange" means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall Borrower will, on the day of payment, pay such additional amount (amount, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received in paid on such date is the amount it the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce payment is the amount then due under any Credit Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Administrative Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrower shall indemnify and save the Administrative Agent harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in any Credit Document, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of this Guarantyan amount due under any Credit Document or under any judgment or order.

Appears in 1 contract

Samples: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of 9163497 exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.. 9163497

Appears in 1 contract

Samples: Guaranty (FTC Solar, Inc.)

Currency Indemnity. IfIf any sum due from a Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filing or lodging any claim or proof against a Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrowers shall be made as an independent obligation, within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding (a) after it receives the date of actual payment of Sum to purchase the amount due, Contractual Currency with the Payment Currency. Each Borrower waives any right it may have in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available fundsContractual Currency, the Guarantors Borrowers shall pay indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of such additional amount (if any, but in any event not a lesser amount) as may be necessary Sum to ensure that the amount actually received in the Judgment Contractual Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as This Clause 21.6 creates a separate debt liability of each Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Paragon Shipping Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange prevailing on the Business Banking Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose "rate of exchange" means the rate at which the Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its Main Branch in Toroxxx, Xxxxxxx. Xx the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Banking Day before the day on which the judgment is given and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall Borrower will, on the date of payment, pay such additional amount (amounts, if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received paid on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce payment is the amount then due under this Agreement in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Lender is so able to purchase exceeds the amount of the Judgment Currency stipulated Due originally due to the Lender, the Lender shall promptly refund such excess to the Borrower. If the amount of the Currency Due which the Lender is so able to purchase is less than the amount of the Currency Due originally due to the Lender, the Borrower shall indemnify and save the Lender harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or under any judgment or order.

Appears in 1 contract

Samples: Credit Agreement (Geon Co)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose, “rate of exchange” means the rate at which Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Agent of the amount due in immediately available fundsdue, Borrowers will, on the Guarantors shall date of receipt by Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Agent and Lenders on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Agent is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Agent is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrowers shall indemnify and save Agent and Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 1 contract

Samples: Loan and Security Agreement (Mackie Designs Inc)

Currency Indemnity. IfIf any sum due from the Borrower or any Security Party to the Lender under a Finance Document or under any order, award or judgment relating to a Finance Document (a “Sum”) has to be converted from the currency in which the Finance Document provided for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary Sum to convert into any other currency be paid (such other currency being hereinafter in this Section 15 referred to as the “Judgment Contractual Currency”) an amount due under this Guaranty in any into another currency (the “Obligation Payment Currency”) for the purpose of: (a) making, filing or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or award from any court or other than the Judgment Currencytribunal in relation to any litigation or arbitration proceedings; or (c) enforcing any such order, judgment or award, the conversion Borrower shall be made as an independent obligation, within three Business Days of demand, indemnify the Lender to whom that Sum is due against any cost, loss or liability arising when the payment actually received by the Lender is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 22.5 (Currency indemnity), the “available rate of exchange” means the rate at which the Lender concerned is able at the opening of business (London time) on the Business Day immediately preceding after it receives the Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If the Lender receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify in full the Lender concerned against any cost, loss or liability arising directly or indirectly from any conversion of such Sum to the Contractual Currency. This Clause 22.5 (aCurrency indemnity) the date of actual payment creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Toro Corp.)

Currency Indemnity. IfAny amount received or recovered in a currency other than the currency (the ―Denomination Currency‖) in which such Note is denominated or in which such amount is payable, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding up or dissolution of the Issuer or otherwise (the ―Judgment Currency‖), by the Holder of the Notes in respect of any sum expressed to be due to it from the Issuer or the Guarantor hereunder shall constitute a discharge of the Issuer only to the extent of the amount of the Denomination Currency that the Holder is able to purchase with the amount so received or recovered in the Judgment Currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). The Issuer agrees that it will indemnify the relevant Holder against any loss arising or resulting from any variation in rates of exchange between (i) the rate of exchange at which the Denomination Currency is converted into the Judgment Currency for the purpose of obtaining such judgment or enforcing judgment against Guarantor in any court in any jurisdictionorder, it becomes necessary to convert into any other currency winding up, dissolution or otherwise and (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”ii) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of at which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could Holder would have been purchased able to purchase the Denomination Currency with the amount of the Judgment Currency stipulated actually received by such Holder if such Holder had utilized such amount of Judgment Currency to purchase the Denomination Currency as promptly as practicable upon such Xxxxxx’s receipt thereof. This indemnity will constitute a separate and independent obligation from the other obligations contained in the judgment or judicial order at terms and conditions of the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as Notes, will give rise to a separate debt and shall not be affected by judgment being obtained independent cause of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment, order, claim or proof for any other amounts due under a liquidated sum or sums in respect of this Guarantyamounts due in respect of the relevant Note or under any such judgment, order, claim or proof. The term ―rate of exchange‖ will include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

Appears in 1 contract

Samples: Indenture

Currency Indemnity. IfThis is an international loan transaction in which the specification of U.S. Legal Tender is of the essence, and the stipulated currency shall in each instance be the currency of account and payment in all instances. A payment obligation in U.S. Legal Tender hereunder or under the Notes or Guarantees (the "Original Currency") shall not be discharged by an amount paid in another currency (the "Other Currency"), whether pursuant to any judgment expressed in or converted into any Other Currency or in another place except to the extent that such tender or recovery results in the effective receipt by the Holders of the full amount of the Original Currency payable to it under this Indenture or the Notes or Guarantees. If for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes is necessary to convert a sum due hereunder in the Original Currency into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Other Currency, the conversion shall be made at the rate of exchange prevailing that shall be applied shall be that at which in accordance with normal banking procedures the Trustee could purchase Original Currency at its principal office with the Other Currency on the Business Day immediately next preceding (a) the date of actual payment day on which such judgment is rendered. The obligation of the amount due, Issuers and the Subsidiary Guarantors in the case respect of any proceeding in such sum due from them to the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, Trustee or (b) the date on which the judgment is given, in the case of any proceeding in the courts of Holder hereunder or under any other jurisdiction document (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If10.15 called an "Entitled Person") shall, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in notwithstanding the rate of exchange prevailing between actually applied in rendering such judgment, be discharged only to the Judgment Conversion Date and extent that on the date Business Day following receipt by such Entitled Person of actual receipt of the amount any sum adjudged to be due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received hereunder in the Judgment Currency, when converted at Other Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Original Currency which could have been purchased to New York with the amount of the Judgment Currency stipulated in judgment currency so adjudged to be due; and the judgment or judicial order at Issuers and the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Subsidiary Guarantors under this Section 15 shall be due each hereby, as a separate debt obligation and shall not be affected notwithstanding any such judgment, agrees jointly and severally to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Original Currency, the amount (if any) by judgment being obtained for any other amounts which the sum originally due under or to such Entitled Person in respect the Original Currency hereunder exceeds the amount of this Guarantythe Original Currency so purchased and transferred.

Appears in 1 contract

Samples: Indenture (Canadian Abraxas Petroleum LTD)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day business day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 155 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors Guarantor under this Section 15 13 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 1 contract

Samples: Subordination Agreement (Digital Domain Media Group, Inc.)

Currency Indemnity. IfIf any sum due from the Borrower or any Security Party to the Lender under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filing or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrower shall be made as an independent obligation, within three Business Days of demand, indemnify the Lender to whom that Sum is due against any cost, loss or liability arising when the payment actually received by the Lender is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 22.5 (Currency indemnity), the "available rate of exchange" means the rate at which the Lender concerned is able at the opening of business (London time) on the Business Day immediately preceding after it receives the Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If the Lender receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify in full the Lender concerned against any cost, loss or liability arising directly or indirectly from any conversion of such Sum to the Contractual Currency. This Clause 22.5 (aCurrency indemnity) the date of actual payment creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Castor Maritime Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Financing Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any other Financing Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose "rate of exchange" means the rate at which the Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Xxxxxxx, Xxxxxxx. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Lender of the amount due in immediately available fundsdue, the Guarantors shall Borrower will, on the date of receipt by the Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by the Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by the Lender is the amount then due under this Agreement or such other Financing Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Lender is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrower shall indemnify and save the Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Financing Document or under any judgment or order.

Appears in 1 contract

Samples: Credit Agreement (Fahnestock Viner Holdings Inc)

Currency Indemnity. IfThis is an international loan transaction in which the specification of U.S. Dollars is of the essence, and the stipulated currency shall in each instance be the currency of account and payment in all instances. A payment obligation in U.S. Dollars hereunder or under the Notes (the "Original Currency") shall not be discharged by an amount paid in another currency (the "Other Currency"), whether pursuant to any judgment expressed in or converted into any Other Currency or in another place except to the extent that such tender or recovery results in the effective receipt by the Holders of the full amount of the Original Currency payable to it under this Indenture or the Notes. If for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes is necessary to convert a sum due hereunder in the Original Currency into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Other Currency, the conversion shall be made at the rate of exchange prevailing that shall be applied shall be that at which in accordance with normal banking procedures the Trustee could purchase Original Currency at its principal office with the Other Currency on the Business Day immediately next preceding (a) the date of actual payment day on which such judgment is rendered. The obligation of the amount due, Issuers and the Subsidiary Guarantors in the case respect of any proceeding in such sum due from them to the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, Trustee or (b) the date on which the judgment is given, in the case of any proceeding in the courts of Holder hereunder or under any other jurisdiction document (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If10.15 called an "Entitled Person") shall, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in notwithstanding the rate of exchange prevailing between actually applied in rendering such judgment, be discharged only to the Judgment Conversion Date and extent that on the date Business Day following receipt by such Entitled Person of actual receipt of the amount any sum adjudged to be due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received hereunder in the Judgment Currency, when converted at Other Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Original Currency which could have been purchased to New York with the amount of the Judgment Currency stipulated in judgment currency so adjudged to be due; and the judgment or judicial order at Issuers and the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Subsidiary Guarantors under this Section 15 shall be due each hereby, as a separate debt obligation and shall not be affected notwithstanding any such judgment, agrees jointly and severally to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Original Currency, the amount (if any) by judgment being obtained for any other amounts which the sum originally due under or to such Entitled Person in respect the Original Currency hereunder exceeds the amount of this Guarantythe Original Currency so purchased and transferred.

Appears in 1 contract

Samples: Indenture (Canadian Abraxas Petroleum LTD)

Currency Indemnity. IfIf any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filing or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrower shall be made as an independent obligation, within three Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6 (Currency indemnity), the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding after it receives the Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of such Sum to the Contractual Currency. This Clause 21.6 (aCurrency indemnity) the date of actual payment creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (EuroDry Ltd.)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against the Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors Guarantor under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 1 contract

Samples: Guaranty (Sport Endurance, Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose, "rate of exchange" means the rate at which Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Agent of the amount due in immediately available fundsdue, Borrowers will, on the Guarantors shall date of receipt by Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Agent and Lenders on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Agent is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Agent is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrowers shall indemnify and save Agent and Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 1 contract

Samples: Loan Agreement (Clean Harbors Inc)

Currency Indemnity. If, for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 14 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 14 being hereinafter in this Section 15 14 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of of’ the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors Guarantor under this Section 15 14 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.

Appears in 1 contract

Samples: Guaranty (Youngevity International, Inc.)

Currency Indemnity. IfIf any sum due from a Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filing or lodging any claim or proof against a Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrowers shall be made as an independent obligation, within three Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding (a) after it receives the date of actual payment of Sum to purchase the amount due, Contractual Currency with the Payment Currency. Each Borrower waives any right it may have in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available fundsContractual Currency, the Guarantors Borrowers shall pay indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of such additional amount (if any, but in any event not a lesser amount) as may be necessary Sum to ensure that the amount actually received in the Judgment Contractual Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as This Clause 21.6 creates a separate debt liability of that Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Castor Maritime Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall will be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . For this purpose “rate of exchange” means the case of any proceeding in the courts of any other jurisdiction (rate at which the applicable date as of which such conversion Lender is made pursuant able, on the relevant date, to this Section 15 being hereinafter purchase the Currency Due with the Judgment Currency in this Section 15 referred to as accordance with their normal practice. In the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the applicable Lender of the amount due in immediately available fundsdue, the Guarantors shall Borrower will, on the date of receipt by such Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by such Lender on such date is the amount in the Judgment Currency, which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by such Lender is the amount then due under this Agreement in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the applicable Lender is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrower will indemnify and save such Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity will constitute an obligation separate and independent from the other obligations contained in this Agreement, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Lenders from time to time and will continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or under any judgment or order.

Appears in 1 contract

Samples: Credit Agreement

Currency Indemnity. If, Any payment made to or for the purpose account of obtaining an Administrative Agent or enforcing Lender in a Committed Currency or Other Currency pursuant to a judgment against Guarantor in or order of a court or tribunal of any court in any jurisdictionjurisdiction shall only constitute a discharge to Thomson or a Borrower to the extent of the Sterling amount which the Non-Canadian Administrative Agent is able, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual receipt by it of such payment of the amount duein such Committed Currency or Other Currency (or, in the case of any proceeding in such date which is not a Business Day, on the courts next succeeding Business Day), to purchase with the amount of courts of the jurisdiction that will give effect to such conversion being made Committed Currency or Other Currency so received by it on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce If the amount of the Obligation Original Currency which could have been so purchased with is less that the sum originally due to the Administrative Agents and the Lenders in the Original Currency, Thomson and the Borrowers agree, notwithstanding any such judgment set forth in Section 9.19(a) hereof, to indemnify the Administrative Agents and the Lenders against such loss or damage, and if the amount of the Judgment Original Currency stipulated purchased exceeds the sum originally due to the Administrative Agents and Lenders in the Original Currency the Administrative Agents and Lenders agree to remit such excess to Thomson or the applicable Borrower. If the Sterling amount which the Non-Canadian Administrative Agent is so able to purchase falls short of the Sterling amount originally due to the Administrative Agents under any Loan Document, Thomson or the applicable Borrower shall indemnify and hold the Administrative Agents harmless against any loss or damage arising as a result and if the Sterling amount which the Administrative Agents and the Lenders are so able to purchase exceeds the Sterling amount owed to it, the Administrative Agents shall promptly remit such excess to Thomson or the applicable Borrower, it being understood by Thomson or the applicable Borrower that the Administrative Agents, by their acceptance of this Agreement, undertake to remit such excess. This indemnity shall constitute a separate and independent obligation from the other obligations contained in this Agreement, shall give rise to a separate and independent cause of action and shall apply irrespective of any indulgence granted by the Administrative Agents from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of this Guarantyany amount due hereunder or under any such judgment or orders.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Thomson Corp /Can/)

Currency Indemnity. IfIf any sum due from either Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filming or lodging any claim or proof against a Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrowers shall be made as an independent obligation, within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding (a) after it receives the date Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of actual payment such Sum to the Contractual Currency. This Clause 21.6 creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Pyxis Tankers Inc.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in ------------------ any court in any jurisdictionjurisdiction with respect to any Credit Document, it becomes necessary to convert into the currency of such jurisdiction (the "Judgment -------- Currency") any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty any Credit Document in any currency other than -------- the Judgment Currency (the “Obligation Currency”) other than the Judgment Currency"Currency Due"), the then conversion shall be made at the ------------ rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose, "rate of exchange" means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its main branch in San Francisco, California. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt payment of the amount due in immediately available fundsdue, the Guarantors shall Borrower will, on the day of payment, pay such additional amount (amount, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received paid on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce payment is the amount then due under any Credit Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Administrative Agent is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Borrower shall indemnify and save the Administrative Agent harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in any Credit Document, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of this Guarantyan amount due under any Credit Document or under any judgment or order.

Appears in 1 contract

Samples: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)

Currency Indemnity. IfIf any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a “Sum”) has to be converted from the currency in which the Finance Document provided for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary Sum to convert into any other currency be paid (such other currency being hereinafter in this Section 15 referred to as the “Judgment Contractual Currency”) an amount due under this Guaranty in any into another currency (the “Obligation Payment Currency”) for the purpose of: (a) making, filing or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or award from any court or other than the Judgment Currencytribunal in relation to any litigation or arbitration proceedings; or (c) enforcing any such order, judgment or award, the conversion Borrower shall be made as an independent obligation, within three Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.5 (Currency indemnity), the “available rate of exchange” means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding after it receives the Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of such Sum to the Contractual Currency. This Clause 21.5 (aCurrency indemnity) the date of actual payment creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Navios Maritime Partners L.P.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or the Amended and Restated Note Purchase Agreement, the Notes, any other Subsidiary Guarantee, any other guarantee or agreement related thereto or hereto, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or the Amended and Restated Note Purchase Agreement, the Notes, any other Subsidiary Guarantee, any other guarantee or agreement related thereto or hereto in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then conversion shall be made at the exchange rate of exchange prevailing on the Business Day immediately preceding (a) before the date day of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given. For this purpose, “rate of exchange” means the rate at which a holder is able, on the relevant date, to purchase the Currency Due in accordance with normal practice. In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the exchange rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the holder of the amount due in immediately available fundsdue, the Guarantors shall Guarantor will, on the date of receipt by the holder, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by such holder on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of paymentreceipt by such holder is the amount then due under this Agreement or the Amended and Restated Note Purchase Agreement, will produce the Notes, any other Subsidiary Guarantee, any other guarantee or agreement related thereto or hereto in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the holder is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, the Guarantor shall indemnify and save such holder harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the Amended and Restated Note Purchase Agreement, the Notes, any other Subsidiary Guarantee, any other guarantee and agreement related thereto or hereto, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the holder from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or under the Amended and Restated Note Purchase Agreement, the Notes, any other Subsidiary Guarantee, any other guarantee or agreement related thereto or hereto or under any judgment or order.

Appears in 1 contract

Samples: Note Purchase Agreement (Spirent PLC)

Currency Indemnity. IfIf any sum due from a Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filing or lodging any claim or proof against a Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrowers shall be made as an independent obligation, within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding (a) after it receives the date of actual payment of Sum to purchase the amount due, Contractual Currency with the Payment Currency. Each Borrower waives any right it may have in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available fundsContractual Currency, the Guarantors Borrowers shall pay indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of such additional amount (if any, but in any event not a lesser amount) as may be necessary Sum to ensure that the amount actually received in the Judgment Contractual Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as This Clause 21.6 creates a separate debt liability of that Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Seanergy Maritime Holdings Corp.)

Currency Indemnity. IfEuros, with respect to the Euro Notes and U.S. dollars, with respect to the Dollar Notes are the required currencies (each, a “Required Currency”) of account and payment for all sums payable under the purpose Notes, the Guarantees and this Indenture. Any amount received or recovered in respect of obtaining the Notes, any Guarantee or enforcing otherwise under this Indenture in a currency other than the applicable Required Currency (whether as a result of, or of the enforcement of, a judgment against Guarantor in any or order of a court in of any jurisdiction, it becomes necessary in the winding up or dissolution of each Issuer, any Subsidiary or otherwise) by the Trustee or a Holder in respect of any sum expressed to convert into any other currency (be due to such Holder from the Issuers or the Guarantors shall constitute a discharge of the Issuers’ or the Guarantors’ obligations only to the extent of the amount of the applicable Required Currency which the recipient is able to purchase with the amount so received or recovered in such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of paymentthat receipt or recovery (or, will produce if it is not possible to purchase the applicable Required Currency on that date, on the first date on which it is possible to do so). If the amount of the Obligation applicable Required Currency which could have been purchased with to be recovered is less than the amount of the Judgment applicable Required Currency stipulated expressed to be due to the recipient under any Note, the Issuers or the Guarantors shall indemnify the recipient against the cost of making any further purchase of the applicable Required Currency in an amount equal to such difference. For the judgment or judicial order at purposes of this Section 12.14, it will be sufficient for the rate holder to certify that it would have suffered a loss had the actual purchase of exchange prevailing the applicable Required Currency been made with the amount so received in that other currency on the Judgment Conversion Datedate of receipt or recovery (or, if a purchase of the applicable Required Currency on that date had not been possible, on the first date on which it would have been possible). Any amount due The foregoing indemnities, to the extent permitted by law: (a) constitute a separate and independent obligation from the Guarantors under this Section 15 other obligations of the Issuers and the Guarantors’; (b) shall be due as give rise to a separate debt and independent cause of action; (c) shall not be affected apply irrespective of any waiver granted by judgment being obtained for any Holder; and (d) shall continue in full force and effect despite any other amounts due under judgment, order, claim or proof for a liquidated amount in respect of this Guarantyany sum due under any Note or other judgment or order.

Appears in 1 contract

Samples: Senior Indenture (Ardagh Finance Holdings S.A.)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the “Currency Due”), the then such conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given. For this purpose, “rate of exchange” means the rate at which Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice, hi the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Agent of the amount due in immediately available fundsdue, Borrowers will, on the Guarantors shall date of receipt by Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Agent and Lenders on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Agent is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Agent is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrowers shall indemnify and save Agent and Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Agent from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 1 contract

Samples: Loan and Security Agreement (Catalina Lighting Inc)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any other Loan Document in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), then, to the extent permitted by law, conversion shall be made at the rate of exchange prevailing Currency Exchange Rate on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange prevailing Currency Exchange Rate between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by the Lender of the amount due in immediately available fundsdue, Borrowers shall to the Guarantors shall extent permitted by law, on the date of receipt by Lender, pay such additional amount (amounts, if any, but in or be entitled to receive reimbursement of such amount, if any event not a lesser amount) as may be necessary to ensure that the amount actually received by Lender on such date is the amount in the Judgment Currency, Currency which (when converted at the currency exchange rate of exchange prevailing on the date of payment, will produce receipt by Lender in accordance with normal banking procedures in the relevant jurisdiction) is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with the Lender is so able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrowers shall, to the extent permitted by law, jointly and severally, indemnify and save Lender harmless from and against loss or damage arising as a result of such deficiency. To the extent permitted by law, this indemnity shall (i) constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, (ii) give rise to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by Lender from time to time, (iv) survive the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any other Loan Document or under any judgment or order.

Appears in 1 contract

Samples: Loan and Security Agreement (Marine Growth Ventures Inc)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made pursuant to the Currency Exchange Convention at which Agent is able, on the rate of exchange relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange pursuant to the Currency Exchange Convention prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Agent of the amount due in immediately available fundsdue, Borrowers and Guarantors will, on the Guarantors shall date of receipt by Agent, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Agent on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Agent is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Agent is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrowers and Guarantors shall indemnify and save Agent and Lenders harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Agent or any Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this Guaranty.Agreement or any of the other Financing Agreements or under any judgment or order. The term "Currency Exchange Convention" as used herein shall mean the procedure used by Agent to value in US Dollars (i) the obligations or assets of Borrower or Guarantor that are originally measured in Canadian Dollars and (ii) any other amount expressed in Canadian Dollars or any other currency, other than US Dollars, in each case by using the spot price for the purchase of US Dollars with Canadian Dollars (or such other currency) provided to Agent by the Reference Bank (or such other bank as Agent may specify for such purpose) for the immediately preceding Business Day. 113

Appears in 1 contract

Samples: Loan and Security Agreement (Perry Ellis International Inc)

Currency Indemnity. If, for the purpose purposes of obtaining or enforcing judgment against Guarantor in any court in any jurisdictionjurisdiction with respect to this Agreement or any of the other Financing Agreements, it becomes necessary to convert into any other the currency of such jurisdiction (such other currency being hereinafter in this Section 15 referred to as the "Judgment Currency") an any amount due under this Guaranty Agreement or under any of the other Financing Agreements in any currency (the “Obligation Currency”) other than the Judgment CurrencyCurrency (the "Currency Due"), the then conversion shall be made at the rate of exchange Spot Rate at which Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency prevailing on the Business Day immediately preceding (a) before the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date day on which the judgment is given, in . In the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, event that there is a change in the rate of exchange Spot Rate prevailing between the Judgment Conversion Date Business Day before the day on which the judgment is given and the date of actual receipt by Lender of the amount due in immediately available fundsdue, Borrower will, on the Guarantors shall date of receipt by Lender, pay such additional amount (amounts, if any, but in any event not a lesser or be entitled to receive reimbursement of such amount) , if any, as may be necessary to ensure that the amount actually received by Lender on such date is the amount in the Judgment Currency, Currency which when converted at the rate of exchange prevailing on the date of payment, will produce receipt by Lender is the amount then due under this Agreement or such other of the Financing Agreements in the Currency Due. If the amount of the Obligation Currency Due which could have been purchased with Lender is able to purchase is less than the amount of the Judgment Currency stipulated Due originally due to it, Borrower shall indemnify and save Lender harmless from and against loss or damage arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Lender from time to time and shall continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as for a separate debt and shall not be affected by judgment being obtained for any other amounts due under or liquidated sum in respect of an amount due under this GuarantyAgreement or any of the other Financing Agreements or under any judgment or order.

Appears in 1 contract

Samples: Loan Agreement (Galey & Lord Inc)

Currency Indemnity. IfIf any sum due from either Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a "Sum") has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of of: (a) making, filing or lodging any claim or proof against a Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or (b) obtaining an order, judgment or enforcing judgment against Guarantor in award from any court or other tribunal in relation to any jurisdictionlitigation or arbitration proceedings; or (c) enforcing any such order, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currencyjudgment or award, the conversion Borrowers shall be made as an independent obligation, within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange prevailing actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. In this Clause 21.6, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day immediately preceding (a) after it receives the date Sum to purchase the Contractual Currency with the Payment Currency. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of actual payment such Sum to the Contractual Currency, This Clause 21.6 creates a separate liability of the amount due, in Borrower which is distinct from its other liabilities under the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date, or (b) the date on Finance Documents and which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”). If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected by merged in any judgment being obtained for any or order relating to those other amounts due under or in respect of this Guarantyliabilities.

Appears in 1 contract

Samples: Loan Agreement (Star Bulk Carriers Corp.)

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