Each U.S Sample Clauses

Each U.S. Borrower and Canadian Borrower and each Lender also agree with each Issuing Lender that such Issuing Lender and the L/C Participants shall not be responsible for, and such Borrower’s Reimbursement Obligations under subsection 3.5(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any such transferee, provided that this paragraph shall not relieve any Issuing Lender or L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender or L/C Participant (as determined in a final non-appealable decision issued by a court of competent jurisdiction), or otherwise affect any defense or other right that any Borrower may have as a result of any such gross negligence or willful misconduct (as so determined).
Sample 1Sample 2Sample 3See All (4)
Each U.S. Domiciled Loan Party that is a Qualified ECP when its guaranty of or grant of a Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.10 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of the Obligations. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Loan Party for all purposes of the Commodity Exchange Act.
Sample 1
Each U.S. Offeree of Securities was provided with a copy of the U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Base Prospectus or the Prospectus, and each U.S. Purchaser of Securities was provided with a copy of the U.S. Memorandum, including the Prospectus, and no other written material was used in connection with the offer and sale of the Securities to, or for the account or benefit of, a person in the United States or a U.S. Person;
Sample 1
Each U.S. Loan Party has good and marketable title to (or valid and effective title insurance policies covering same), or valid leasehold or subleasehold interests (or applicable local equivalents) in, or other right to use, all its material Property free and clear of all Liens, except for minor defects in title that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with its ability to conduct its business as currently conducted or to utilize such Properties for their intended purposes and except for Permitted Liens; provided that such U.S. Loan Party’s title in any U.S. Collateral shall be free and clear of all Liens except as set forth in the U.S. Security Documents.
Sample 1
Each U.S. Credit Party shall have duly authorized, executed and delivered an amendment and restatement of the U.S. Security Agreement in the form of the existing U.S. Security Agreement but modified to provide for the following: (1) the obligations relating to the 2003 Senior Secured Notes Documents (and, after the incurrence thereof, any 2003 Senior Secured Note Refinancing Indebtedness) shall be permitted to be secured by Collateral (other than Excluded Collateral) on a “second-priority” basis to the Non-2003 Senior Secured Notes Obligations; (2) the Lien described in preceding clause (1) shall be a “silent” second lien, meaning, inter alia, that until the Credit Agreement is terminated and all Obligations owing under the Credit Agreement have been indefeasibly paid in full in cash, the holders of such Lien shall not have any right to (a) enforce the lien or foreclose upon the Collateral, (b) vote in any bankruptcy or similar proceeding in respect of Holdings or any of its Subsidiaries (any such proceeding, a “Bankruptcy”) with respect to, or take any other actions concerning, the Collateral, (c) receive any proceeds from any sale, transfer or other disposition of the Collateral, (d) oppose any sale, transfer or other disposition of the Collateral, (e) object to any debtor-in-possession financing in any Bankruptcy which is provided by one or more Lenders among others (including on a priming basis), (f) object to the use of cash collateral in respect of the Collateral in any Bankruptcy, or (g) seek or object to the Lenders seeking any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy; and (3) the grant by the holders of such second lien of a power of attorney in favor of the Collateral Agent to permit the Collateral Agent or the Lenders to effectuate any sale, transfer or other disposition of the Collateral; and such amended and restated U.S. Security Agreement shall (x) otherwise be in form and substance satisfactory to the Collateral Agent and (y) be in full force and effect;
Sample 1
Each U.S. Term D Lender agrees to make a term loan (each, a “U.S. Term D Loan”) on the Amendment No. 4 Effective Date in Dollars to the U.S. Borrower in an amount equal to such Lender’s U.S. Term D Commitment. Amounts of U.S. Term D Loans repaid or prepaid may not be reborrowed. Each of the Lenders agrees that the U.S. Term D Loans and the U.S. Term D Lenders shall be subject to the terms of the Loss Sharing Agreement to the same extent as the other Term Loans outstanding on the Amendment No. 4 Effective Date (and the Lenders holding such Loans) are subject to the Loss Sharing Agreement.
Sample 1
Each U.S. Canadian Term Lender agrees, severally and not jointly, to make a single U.S.Canadian Term Loan in U.S.Canadian dollars to the U.S.Parent Borrower on the FundingFirst Amendment Effective Date, in a principal amount not to exceed the Canadian Dollar Equivalent of such Lender’s U.S.Canadian Term Commitment;
Sample 1
Each U.S. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other U.S. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each U.S. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.
Sample 1

Related to Each U.S

  • with us These calls and text messages may be made from an automatic telephone dialing system (i.e., an autodialer) or from an artificial or prerecorded voice message system. Additionally, you agree that we may send electronic communication to you at the email addresses you provide to us. You may contact us at any time if you no longer want to receive these communications from us.

  • Exclusive Jurisdiction and Venue The parties agree that the Courts of the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.

  • The U S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

  • Waive Jury All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party.

  • Exclusive Jurisdiction; Venue All disputes that arise from or relate to this Agreement shall be decided exclusively by binding arbitration in Xxxx County, Illinois under the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitrator’s award shall be final, and may be filed with and enforced as a final judgment by any court of competent jurisdiction. Notwithstanding the foregoing, any disputes related to the enforcement of the restrictive covenants contained in Section 9 of this Agreement shall be subject to and determined under Delaware law and adjudicated in Illinois courts.

  • LAW GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

  • The P C. agrees to conduct the Practice in compliance with all applicable laws, rules and ordinances.

  • Concerning the Holders Section 8.01. Action by Holders 45 Section 8.02. Proof of Execution by Holders 45 Section 8.03. Who Are Deemed Absolute Owners 45 Section 8.04. Company-Owned Notes Disregarded 46 Section 8.05. Revocation of Consents; Future Holders Bound 46

  • Nonexclusive Dealings This Agreement does not prevent either Party from providing or purchasing services to or from any other person nor, except as provided in Section 252(i) of the Act, does it obligate either Party to provide or purchase any services (except insofar as the Parties are obligated to provide access to Interconnection, services and Network Elements to <<customer_name>> as a requesting carrier under the Act).

  • Concerning the Trustees The Series Trustee assumes no additional duties, responsibilities or liabilities by reason of this First Supplemental Indenture other than as set forth in the Original Indenture and, in carrying out its responsibilities hereunder and thereunder, the Series Trustee shall have all of the rights, powers, privileges, protections, duties, immunities and obligations which it possesses under the Original Indenture. The Original Trustee and the Series Trustee shall not constitute co-trustees of the same trust, and each of the Original Trustee and the Series Trustee shall be trustee of a trust or trusts under the Indenture separate and apart from any trust or trusts under the Indenture administered by the other trustee. Nothing in this First Supplemental Indenture shall be construed to create or impose any liability on the Original Trustee for any acts or omissions of the Series Trustee. The Series Trustee shall have no liability for any acts or omissions of the Original Trustee. References in this First Supplemental Indenture to sections of the Original Indenture that require or permit actions by the Original Trustee with respect to Securities of the series with respect to which the Series Trustee shall be the Trustee shall be deemed to require or permit actions only by the Series Trustee and the Original Trustee shall have no responsibility therefor.