Determination of Amounts of Secured Obligations Sample Clauses

Determination of Amounts of Secured Obligations. Upon the written request of the Collateral Agent or the Borrower, the Intercreditor Agent (acting in accordance with the terms of the Intercreditor Agreement and this Agreement) shall promptly deliver to the Collateral Agent (with a copy to each other Secured Party that is a party hereto and the Borrower) a certificate, dated the date of delivery thereof and signed by the Intercreditor Agent, as to (a) the identity and address of each Secured Creditor (or representative thereof), (b) the principal amount of the Secured Obligations then outstanding held by each such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan), (c) in the case of any such certificate being delivered in contemplation of the application of amounts received by the Collateral Agent in respect of the Collateral pursuant to Article VI hereof, the amount of interest on the Secured Obligations owing and any other amounts in respect of the Secured Obligations owing to such Secured Creditor, as the case may be (in the case of any such other amounts, accompanied by appropriate evidence thereof), and/or (d) in the event that any of the Secured Obligations shall have become or been declared to be due and payable (whether at stated maturity, by required prepayment, redemption, declaration, acceleration, demand or otherwise), the principal amount of such Secured Obligations then due and payable to such Secured Creditor, as the case may be (to the extent that such information is different from that provided in clause (b) above); provided that each such Secured Creditor shall have not less than five (5) Business Days from receipt of a copy of any such certificate to review such certificate and provide any objections to information contained therein related to such Secured Creditor to the Collateral Agent. Absent receipt of notice of such objections from a Secured Creditor, the Collateral Agent shall be entitled to rely on certifications received by it from the Intercreditor Agent in accordance with the above for the purposes of determining the amount of the Sec...
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Determination of Amounts of Secured Obligations. (a) Whenever an Agent is required to determine the existence or amount (including, without limitation, the principal amount) of any of the Secured Obligations for any purpose of this Agreement, it shall (unless otherwise directed by a court of competent jurisdiction) be entitled (but not obligated) to determine such amounts on the basis of a certification to it of such amounts by the Borrowers; provided, however, that if, upon the request of any Agent, a Borrower shall fail to provide the certification as to the existence or amount of any Secured Obligation as contemplated above within a reasonable period of time, such Agent shall be entitled to determine such existence or amount by such method as such Agent may, in its sole discretion, determine.
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Determination of Amounts of Secured Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Secured Obligations or any portion thereof or the existence of any Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any Secured Party (with respect to the Secured Obligations owed to such Secured Party); provided, however, that if, notwithstanding the request of the Collateral Agent, any Secured Party shall fail or refuse within ten days of such request to certify as to the existence or amount of any Secured Obligations or any portion thereof owed to it or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may reasonably determine, including by reliance upon a certificate of the Borrower; provided further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Secured Party of such determination and thereafter shall correct any error that such Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction in a final, nonappealable judgment) and shall have no liability to the Borrower, any Guarantor, any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.
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Determination of Amounts of Secured Obligations. (a) Whenever the Administrative Agent is required to determine the existence or amount (including, without limitation, the Principal Amount) of any of the Credit Agreement Obligations for any purpose of this Agreement, it shall (unless otherwise directed by a court of competent jurisdiction) be entitled to determine such amounts on the basis of a certification to it of such amounts by the Bank Agent.
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Related to Determination of Amounts of Secured Obligations

  • Payment of Secured Obligations Grantor will pay and perform or cause to be paid and performed the Secured Obligations according to the tenor thereof and all other sums now or hereafter secured hereby as the same shall become due.

  • Revival of Secured Obligations This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Agent or Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Agent, Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to Agent or Lender in Cash.

  • Grant of Security and Secured Obligations SECTION 3.1. Pledge; Grant of Security Interest 9 SECTION 3.2. Secured Obligations 10 SECTION 3.3. Security Interest 10

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Unconditional Right of Securityholders to Receive Principal, Premium and Interest Notwithstanding any other provisions in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

  • Continuing Agreement, Transfer of Secured Obligations This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agent, any ABL Secured Party or any New First Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Grantor on the faith hereof.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

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