Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and hereby do indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Caraustar Industries Inc), Credit Agreement (Caraustar Industries Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank or a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the Lenders, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.10 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.10 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Applica Inc), Credit Agreement (Applica Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Administrative Agent, such Lender, the Bank or such Lender Affiliate of the Bank, as the case may be, and the applicable Borrower or Borrowers shall be liable to pay to the Agent and Administrative Agent, the Lenders, the Bank and any Affiliate of the Bank, and hereby do does indemnify the Agent Administrative Agent, the Lenders, the Bank and any Affiliate of the Lenders Bank and hold the Agent Administrative Agent, the Lenders, the Bank and any Affiliate of the Lenders Bank harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s, the Lenders’, the Bank’s and the Lendersits Affiliates’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Manufacturers Services LTD), Revolving Credit Agreement (Foamex International Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, shall be liable to pay to the Agent and and/or the Lenders, and such Borrower hereby do indemnify indemnifies the Agent and and/or the Lenders and hold holds the Agent and and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.20 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.20 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Park Ohio Holdings Corp), Credit Agreement (Park Ohio Industries Inc/Oh)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Administrative Agent, such Lender, the Bank or such Lender Affiliate of the Bank, as the case may be, and the applicable Borrower or Borrowers shall be liable to pay to the Agent and Administrative Agent, the Lenders, the Bank and any Affiliate of the Bank, and hereby do does indemnify the Agent Administrative Agent, the Lenders, the Bank and any Affiliate of the Lenders Bank and hold the Agent Administrative Agent, the Lenders, the Bank and any Affiliate of the Lenders Bank harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and 's, the Lenders’ ', the Bank's and its Affiliates' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Debt Agreement (Foamex L P), Credit Agreement (Foamex International Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Kforce Com Inc), Credit Agreement (Kforce Com Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section SECTION 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section SECTION 3.8 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (North American Pipe Corp), Credit Agreement (Levi Strauss & Co)
Indemnity for Returned Payments. If If, after receipt of any payment which is of, ------------------------------- or proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of Loan and Security Agreement proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers Borrower shall be liable to pay to the Agent and the LendersAgent, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered, plus interest thereon at the Default Rate from the date so surrendered and any other costs, expenses and penalties paid by Agent and Lenders in connection therewith. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this AgreementAgreement and the repayment of the Obligations.
Appears in 1 contract
Samples: Loan and Security Agreement (Pac-West Telecomm Inc)
Indemnity for Returned Payments. If after receipt of any ------------------------------- payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Agent and the Lenders and hold holds the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall ----------- be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the ----------- termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Agent, such Lender, the Bank or such Lender any Affiliate of the Bank and the Borrowers shall be liable to pay to the Agent and the Lenders, and hereby do indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 SECTION 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender Lender, the Bank or any Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 SECTION 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the Lenders, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered, provided that interest on any Obligations or part thereof revived and continued pursuant to this Section 3.8 shall begin to accrue from the date of surrender of the applicable payments or proceeds. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers shall be liable liable, jointly and severally, to pay to the Agent and the LendersLender, and hereby do indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.6 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.6 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.15 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.15 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Tranche B Credit Agreement (Microcell Telecommunications Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and hereby do jointly and severally indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kforce Inc)
Indemnity for Returned Payments. If If, after receipt of any payment which is of, ------------------------------- or proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers Borrower shall be liable to pay to the Agent and the LendersAgent, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered, plus interest thereon at the Default Rate from the date so surrendered and any other costs, expenses and penalties paid by Agent and Lenders in connection therewith. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this AgreementAgreement and the repayment of the Obligations.
Appears in 1 contract
Samples: Loan and Security Agreement (Pac-West Telecomm Inc)
Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank L/C Issuer or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoffset-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent Agent, L/C Issuer and the Lenders, and hereby do indemnify the Agent Agent, L/C Issuer and the Lenders and hold the Agent Agent, L/C Issuer and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.6 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent Agent, L/C Issuer or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s, the L/C Issuer’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.6 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Dip Credit Agreement
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent Lender and each Borrower hereby indemnifies the Lenders, Lender and hereby do indemnify holds the Agent and the Lenders and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.17 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.17 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Facility and Security Agreement (Goodman Conveyor Co)
Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Loan Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, then the Loan Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been be taken by the Agent or any Lender in reliance upon any such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreementthe Revolving Commitment, the Convertible Revolving Commitment, the Term Commitment and the payment and satisfaction of all of the Loan Obligations.
Appears in 1 contract
Samples: Revolving and Term Loan Facility (Davel Communications Group Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank of America or any Affiliate of the Bank of America is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and hereby do indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.7 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Post Petition Credit Agreement (Westpoint Stevens Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Administrative Agent, such Lender the Bank or such Lender Affiliate of the Bank, as the case may be, and the Borrowers Borrower shall be liable to pay to the Agent and Administrative Agent, the Lenders, the Bank or any Affiliate of the Bank, and hereby do does indemnify the Agent Administrative Agent, the Lenders, the Bank and any Affiliate of the Lenders Bank and hold the Agent Administrative Agent, the Lenders, the Bank and any Affiliate of the Lenders Bank harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and 's, the Lenders’ ', the Bank's and its Affiliates' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank (each an "Affected Payee") is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the Borrowers Borrower shall be liable to pay to the Agent Affected Payee and the Lenders, and hereby do does indemnify the Agent and the Lenders Affected Payee and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 SECTION 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Affected Payee's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 SECTION 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Acg Holdings Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lender, as the case may be, and the applicable Borrower or Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.6 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.6 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Agent and the Lenders and hold holds the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section SECTION 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section SECTION 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Lender or any Affiliate of the Bank Lender is for any reason compelled compelled, or in good faith settlement of an avoidance claim, shall elect to surrender such payment or proceeds to any Person because such payment or application of proceeds is (or is asserted to be) invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the LendersLender, and hereby do indemnify indemnifies the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, Documents or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.7 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Administrative Agent and the Lenders, and the Borrower hereby do indemnify indemnifies the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.21 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.21 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Maytag Corp)
Indemnity for Returned Payments. If after receipt of any payment which is of ------------------------------- or Proceeds applied to the payment of all or any part of the Obligations, the Agent, Agent and/or any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, funds or for any other reason, then then: the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender and/or Lenders; and the Borrowers applicable Borrower shall be liable to pay to the Agent and (for the Lenders, account of the applicable Lender) and hereby do does indemnify the Agent and the applicable Lenders and hold the Agent and the applicable Lenders harmless for for, the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 3.8 4.4 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender and/or Lenders in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the 's and/or Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 3.8 4.4 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Agent and the Lenders and hold holds the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Daisytek International Corporation /De/)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the Lendersor such Lender, and hereby do indemnify indemnifies the Agent or such Lender and the Lenders and hold holds the Agent and the Lenders or such Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.3 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any such Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ 's or such Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.3 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lender, as the case may be, and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.7 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lender, and the Borrowers shall be liable to pay to the Agent and the LendersAdministrative Agent, and hereby do indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and 's and/or the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.7 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Secured Party is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Secured Party and the Borrowers shall be liable to pay to the Agent and the LendersSecured Parties, and hereby do does indemnify the Agent and the Lenders Secured Parties and hold the Agent and the Lenders Secured Parties harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender Secured Party in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the LendersSecured Parties’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.7 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit and Security Agreement (PSS World Medical Inc)
Indemnity for Returned Payments. If after receipt of any payment which is of, or Proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender Lender; and the Borrowers Borrower shall be liable to pay Pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for for, the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 3.8 4.5 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 3.8 4.5 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Gerrard Douglas A)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Txi Cement Co)
Indemnity for Returned Payments. If after receipt of any payment which is of, or Proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled required to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then then: the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent Lender and holds the Lenders and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 3.8 section shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 3.8 section shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the ObligationsObligations of the Borrower, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason arising out of or relating to the Loans, the Loan Documents or the relationships of the Agent or any Lender with any Credit Party compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, funds or for any other reason, then the Obligations of the Borrower or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers Borrower shall be liable to pay to the Agent and the LendersAgent, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 SECTION 4.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 SECTION 4.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Strategic Distribution Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Domestic Borrowers, or Singapore Borrower, as the case may be, shall be liable to pay to the Agent and and/or the Lenders, and such Borrower hereby do indemnify indemnifies the Agent and and/or the Lenders and hold holds the Agent and and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.20 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.20 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which ------------------------------- is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the Lenders, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Coorstek Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 SECTION 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 SECTION 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank or a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the Lenders, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.10 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.10 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Applica Inc)
Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligationsobligations of Borrower, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled required to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations such obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Professional Veterinary Products LTD /Ne/)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the Lenders, and the Borrower hereby do indemnify indemnifies the Agent and the Lenders and hold holds the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Texas Petrochemical Holdings Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank (each an “Affected Payee”) is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the Borrowers Borrower shall be liable to pay to the Agent Affected Payee and the Lenders, and hereby do does indemnify the Agent and the Lenders Affected Payee and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentAffected Payee’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Spherion Corp)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be jointly and severally liable to pay to the Administrative Agent and the Lenders, and the Borrowers hereby do jointly and severally indemnify the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.21 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.21 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Talecris Biotherapeutics Holdings Corp.)
Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the ObligationsObligations of a Borrower, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason arising out of or relating to the Loans, the Loan Documents or the relationships of the Agent or any Lender with any Credit Party compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, funds or for any other reason, then the Obligations of such Borrower or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers such Borrower shall be liable to pay to the Agent and the LendersAgent, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Strategic Distribution Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Syndication Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent, the Syndication Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent, the Syndication Agent and the Lenders, and hereby do does indemnify the Agent, the Syndication Agent and the Lenders and hold the Agent, the Syndication Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent, the Syndication Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's, the Syndication Agent's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.7 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Timco Aviation Services Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continued, and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lender, and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and hereby do jointly and severally indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kforce Inc)
Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers shall be liable liable, jointly and severally, to pay to the Agent and the LendersLender, and hereby do indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.6 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.6 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall jointly and severally be liable to pay to the Agent and the Lenders, and hereby do jointly and severally indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers shall be liable to pay to the Agent Lender, and the Lenders, and Borrowers hereby do indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.17 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.17 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Magnetek Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.16 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.16 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Tranche a Exit Facility Agreement (Microcell Telecommunications Inc)
Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank Collateral Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoffset-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Collateral Agent or such Lender Lender, and the Borrowers each Borrower shall be liable to pay to the Agent and the LendersCollateral Agent, and hereby do does indemnify the Collateral Agent and the Lenders and hold the Collateral Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Collateral Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Collateral Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Agent or a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and hereby do indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 SECTION 3.10 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 SECTION 3.10 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Term Loan Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, any Letter of Credit Issuer, the Bank or any Affiliate of the Bank (each an “Affected Payee”) is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the applicable Borrower or Borrowers shall be liable to pay to the Agent and the LendersAffected Payee, and hereby do does indemnify the Agent Affected Payee and holds harmless the Lenders and hold the Agent and the Lenders harmless Affected Payee, for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentAffected Payee’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Banks or any Affiliate of the any Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and each Borrower hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.7 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Salton Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the Lenders, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Gfsi Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Bank, or any AMENDED AND RESTATED CREDIT AGREEMENT Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Agent and the Lenders and hold holds the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.16 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.16 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Tranche a Exit Facility Agreement (Microcell Telecommunications Inc)
Indemnity for Returned Payments. If after receipt of any payment or any proceeds of any Collateral which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, setoff or a diversion of trust funds, funds or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Bank and the Borrowers Company shall be liable to pay to the Administrative Agent and the LendersBanks, and hereby do indemnify indemnifies the Administrative Agent and the Lenders Banks for and agrees to hold the Administrative Agent and the Lenders Banks harmless for from, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.6 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ Banks' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.6 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of ------------------------------- any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Person and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.5 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other ----------- contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.5 shall survive ----------- the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Data Return Corp)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank an Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the such Administrative Agent or such Lender and the Borrowers shall be liable to pay to the such Administrative Agent and the Lenders, and each Borrower hereby do indemnify the Agent indemnifies such Administrative Agents and the Lenders and hold holds the Agent Administrative Agents and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.22 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the an Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s Administrative Agents’ and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.22 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and each Borrower hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 SECTION 3.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 SECTION 3.7 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Andrx Corp /De/)
Indemnity for Returned Payments. If after receipt of any payment which that is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Agent, such Lender, the Bank, or such Lender Affiliate of the Bank and the Borrowers Obligated Parties shall be liable to pay to the Agent and the LendersAgent, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders Indemnified Parties harmless for the amount of such payment or proceeds surrendered; provided that interest on any Obligations or part thereof revived and continued pursuant to this Section 3.8 shall begin to accrue from the date of surrender of the applicable payments or proceeds. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which that may have been taken by the Agent or any Lender Indemnified Person in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the LendersIndemnified Parties’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this AgreementAgreement and the Payment in Full of all other Obligations.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.20 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.the
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason (other than an action by a Governmental Authority against such Person for reasons unrelated to Borrower, its Subsidiaries, the Collateral, or the Loans) compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Agent, any such Lender, the Bank, or any such Lender Affiliate of the Bank, and the Borrowers Borrower shall be liable to pay to the Agent and the Lenders, and hereby do does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent Agent, any such Lender, the Bank, or any Lender such Affiliate of the Bank, in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (3com Corp)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.20 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.20 shall survive the termination of this Agreement.. Exhibit A to FirstFourth Amendment #37466145
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligationsobligations of Borrower, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled required to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations such obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Professional Veterinary Products LTD /Mo/)
Indemnity for Returned Payments. If after receipt of any payment which is of ------------------------------- or Proceeds applied to the payment of all or any part of the Obligations, the Agent, Agent and/or any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, funds or for any other reason, then then: the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender and/or Lenders; and the Borrowers applicable Borrower shall be liable to pay to the Agent and (for the account of the applicable Lenders, ) and hereby do does indemnify the Agent and the applicable Lenders and hold the Agent and the applicable Lenders harmless for for, the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 3.8 4.4 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender and/or Lenders in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Agent and/or Lenders rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 3.8 4.4 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Intertan Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, any Letter of Credit Issuer, the Bank or any Affiliate or branch of the Bank (each an “Affected Payee”) is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, transaction at undervalue, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if __ such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the applicable Borrower or Borrowers shall be liable to pay to the Agent and the LendersAffected Payee, and hereby do does indemnify the Agent Affected Payee and holds harmless the Lenders and hold the Agent and the Lenders harmless Affected Payee, for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentAffected Payee’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Ann Inc.)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Lender, the Bank of America or any Affiliate of the Bank of America is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and hereby do indemnify the Administrative Agent and the Lenders and hold the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.7 shall survive Full Payment of the termination of this AgreementObligations and the Commitment Termination Date.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Secured Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Secured Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lxxxxx and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.21 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.21 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kaiser Aluminum Corp)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be jointly and severally liable to pay to the Agent and the Lenders, and hereby do indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank or a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and hereby do indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.10 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.10 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Salton Inc)
Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Administrative Agent and the Lenders, and hereby do does indemnify the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.12 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.12 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Tranche C Credit Agreement (Microcell Telecommunications Inc)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Administrative Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or #33621191 proceeds had not been received by the Administrative Agent or such Lender and the Borrowers shall be liable to pay to the Administrative Agent and the Lenders, and each Borrower hereby do indemnify indemnifies the Administrative Agent and the Lenders and hold holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.20 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.20 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoffset-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.6 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.6 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Arizona Public Service Co)
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, any Letter of Credit Issuer, the Bank or any Affiliate of the Bank (each an "Affected Payee") is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the applicable Borrower or Borrowers shall be liable to pay to the Agent and the LendersAffected Payee, and hereby do does indemnify the Agent Affected Payee and holds harmless the Lenders and hold the Agent and the Lenders harmless Affected Payee, for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Affected Payee's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Co-Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the such Co-Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent Co-Agents and the Lenders, and hereby do does indemnify the Agent Co-Agents and the Lenders and hold the Agent Co-Agents and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.6 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the any Co-Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s Co-Agents' and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.6 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Domestic Borrowers, Singapore Borrower or Netherlands Borrower, as the case may be, shall be liable to pay to the Agent and and/or the Lenders, and such Borrower hereby do indemnify indemnifies the Agent and and/or the Lenders and hold holds the Agent and and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.20 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.20 shall survive the termination of this Agreement.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Loan Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, then the Loan Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Borrower shall be liable to pay to the Agent and the LendersLender, and hereby do does indemnify the Agent and the Lenders Lender and hold the Agent and the Lenders Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been be taken by the Agent or any Lender in reliance upon any such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreementthe Commitments, the expiration of the any letters of credit issued by Lender for the account of Borrower and the payment and satisfaction of all of the Loan Obligations.
Appears in 1 contract
Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrowers Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, shall be liable to pay to the Agent and and/or the Lenders, and such Borrower hereby do indemnify indemnifies the Agent and and/or the Lenders and hold holds the Agent and and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.20 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.20 shall survive the termination of this Agreement.
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