Dealings with Assigned Agreements Sample Clauses

Dealings with Assigned Agreements. (a) The assignment of the Assigned Agreements pursuant to Clause 3.2 shall not constitute an assignment during the period of 60 days commencing with the date hereof (or in the case of an Additional Company for a period of 60 days commencing on the date of the Deed of Accession executed and delivered by such Additional Company) to the extent that it would constitute a violation of a valid and enforceable restriction in favour of a non-affiliated third party, or where such violation would occur without consent, unless and until any required consents shall have been obtained. (b) The assignment referred to in Clause 3.2 constitutes and effects (subject to Clause 3.3(a)) an immediate and full assignment, by way of security, of the Assigned Agreements and shall be effective, and the security intended to be created by this Debenture shall be constituted, immediately upon its execution, or as the case may be, the expiry of the relevant period referred to in Clause 3.3 (c) Notwithstanding but without prejudice to Clause 3.3(b), the Security Trustee agrees that each Company may exercise all of the rights, powers, discretions and remedies which would (but for this Debenture) be vested in such Company under and in respect of the Assigned Agreements, unless and except to the extent that any such exercise is prohibited by or would contravene, or result in a contravention of, any provision of the Credit Agreements. (d) Each Company shall remain at all times liable to perform all of the obligations assumed by it under or in respect of the Assigned Agreements to the same extent as if the security created pursuant to this Debenture had not been created. (e) The exercise by the Security Trustee or any Delegate, or any of its or their agents or nominees, of any of the rights, benefits, interests or claims assigned by this Debenture shall not release any Company from any of its Secured Obligations. (f) Without prejudice to the obligations of the Security Trustee to the Banks under the Finance Documents, neither the Security Trustee nor any Bank shall, by reason of or arising out of this Debenture or anything done under or in connection with it, have any obligation or liability whatsoever to any Person (including each Company and any other Bank) to: (i) perform (as a result of the non-performance or mis-performance of) any of the obligations assumed by any Company under or in respect of the Finance Documents or the Assigned Agreements; (ii) enforce payment or performance of an...
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Dealings with Assigned Agreements. 8 3.4 Floating charge..................................9 3.5

Related to Dealings with Assigned Agreements

  • Assigned Agreements (a) Such Grantor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain Assigned Agreements to which it is a party in full force and effect, enforce Assigned Agreements to which it is a party in accordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the Agent; and (ii) furnish to the Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Agent such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Agent may reasonably request and (B) upon reasonable request of the Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (v) take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the interest or rights of the Agent.

  • Concerning the Collateral and Related Loan Documents Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider).

  • Dealings with Public Servants Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Transactions with Related Parties Borrower shall not purchase, acquire, or sell any equipment, other personal property, real property or services from or to any affiliate, except in the ordinary course of Borrower's business and upon fair and reasonable terms no less favorable than would be obtained by Borrower in a comparable arm's-length transaction with an unrelated Person.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

  • NO CONFLICT WITH EXISTING OBLIGATIONS Executive represents that Executive’s performance of all the terms of this Agreement does not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

  • Compliance with Contracts The District will comply with, keep, observe and perform all agreements, conditions, covenants and terms, expressed or implied, required to be performed by it contained in all contracts for the use of the Enterprise and all other contracts affecting or involving the Enterprise to the extent that the District is a party thereto.

  • Agreements with Third Parties Each member of the VL Group is in compliance in all material respects with each and every one of its obligations under agreements with third parties to which it is a party or by which it is bound, the breach of which could be expected to result in a Material Adverse Change.

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