Invalidity of Sponsor Letter Agreement Sample Clauses

Invalidity of Sponsor Letter Agreement. Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement fails to perform or observe any covenant or agreement contained in the Sponsor Letter Agreement to which it is a party; or any Sponsor Letter Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; or Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement contests in writing the validity or enforceability of any provision of the relevant Sponsor Letter Agreement; or Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement denies in writing that it has any or further liability or obligation under the relevant Sponsor Letter Agreement, or purports in writing to revoke or rescind the relevant Sponsor Letter Agreement; or it becomes unlawful for Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement to perform any of its obligations under the relevant Sponsor Letter Agreement.
Sample 1
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Invalidity of Sponsor Letter Agreement. Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement fails to perform or observe any covenant or agreement contained in the Sponsor Letter Agreement to which it is a party; or any Sponsor Letter Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; or Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement contests in writing the validity or enforceability of any provision of the relevant Sponsor Letter Agreement; or Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement denies in writing that it has any or further liability or obligation under the relevant Sponsor Letter Agreement, or purports in writing to revoke or rescind the relevant Sponsor Letter Agreement; or it becomes 162 unlawful for Access, the Sponsor or any Affiliate of the Sponsor party to any Sponsor Letter Agreement to perform any of its obligations under the relevant Sponsor Letter Agreement. then, and during the continuation of any such event, the Administrative Agent may, or at the written direction of the Required Lenders shall, by written or telecopied notice to the Borrowers (with a copy to counsel for the Official Creditors’ Committee appointed in the Cases and to the United States Trustee for the Southern District of New York), take any or all of the following actions, at the same or different times, in each case without further order of or application to the Bankruptcy Court (provided, that with respect to clause (iv) below and the enforcement of Liens or other remedies with respect to the Collateral under clause (v) below, the Administrative Agent shall provide the Borrowers (with a copy to counsel for the Official Creditors’ Committee in the Cases and to the United States Trustee for the Southern District of New York) with five (5) Business Days’ written notice prior to taking the action contemplated thereby; in any hearing after the giving of the aforementioned notice, the only issue that may be raised by any party in opposition thereto being whether, in fact, an Event of Default has occurred and is continuing): (i) terminate forthwith the Commitments, (ii) demand cash collateral as provided in Section 2.06(k), (iii) declare the Loans then outstanding to be forthwith due and payable, whereupon the principal of the Loans so declared due and payable, together...
Sample 1

Related to Invalidity of Sponsor Letter Agreement

  • Invalidity of Particular Provisions If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

  • Invalidity of Subordination Provisions Any subordination provision in any document or instrument governing Indebtedness that is purported to be subordinated to the Obligations or any subordination provision in any subordination agreement that relates to any Indebtedness that is to be subordinated to the Obligations, or any subordination provision in any guaranty by any Loan Party of any such Indebtedness, shall cease to be in full force and effect, or any Person (including the holder of any such Indebtedness) shall contest in any manner the validity, binding nature or enforceability of any such provision; or

  • Validity of Agreement The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

  • Invalidity of Provisions If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

  • Invalidity of Subordination Provisions, etc Any subordination provision in any document or instrument governing Subordinated Debt, or any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and effect, or any Loan Party or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision.

  • Validity and Execution of Agreement The Seller has the full legal right, capacity and power and all requisite corporate authority and approval required to enter into, execute and deliver this Agreement and any other agreement or instrument contemplated hereby, and to perform fully its obligations hereunder and thereunder. This Agreement and such other agreements and instruments have been duly executed and delivered by Seller and each constitutes the valid and binding obligation of Seller enforceable against it in accordance with its terms.

  • Invalidity of Provision The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

  • Validity of the Agreement This Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Invalidity, Etc Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.

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