Monetary Claims 12 Sample Clauses

Monetary Claims 12. 3.1 Each Obligor and each Lender which, at any time and from time to time, maintains Financial Accounts (as defined below) for the benefit of the Obligors (a “Depositary Lender”), including the Financial Accounts referred to in Schedule 2.1.26, acknowledges and agrees that such Financial Accounts are subject to the Liens granted pursuant to the Security Documents and are under the control of the Agent. As such, and for the purposes of Article 2713.4 of the Civil Code of Québec, each Depositary Lender hereby covenants and agrees to (i) comply with all instructions it receives from the Agent (including in its capacity as hypothecary representative) directing it to transfer, redeem, or permit the withdrawal of any property from any such Financial Account (collectively, “Account Instructions”) without further consent of the relevant Obligor, and (ii) at any time following the occurrence and continuance of a Default or Event of Default, no longer comply with Account Instructions originating from the Obligors. 12.3.2 With respect to any Financial Account maintained by the Agent for the benefit of the Obligors, the parties hereto acknowledge and agree that any such Financial Accounts are subject to the Liens granted pursuant to the Security Documents and are under the control of the Agent. As such, and for the purposes of Article 2713.4 of the Civil Code of Québec, the Obligors acknowledge and agree that at any time following the occurrence and continuance of a Default or Event of Default, the Agent will no longer comply with Account Instructions originating from the Obligors. 12.3.3 The parties hereto acknowledge and agree that (i) the provisions of this Section 12.3 shall constitute a “control agreement” within the meaning of Article 2713.4 of the Civil Code of Québec, and (ii) the credit balance of each of the Financial Accounts constitutes a “monetary claim” of the applicable Obligor against the applicable Depository Lender within the meaning of Article 2713.1 of the Civil Code of Québec.
Sample 1
AutoNDA by SimpleDocs

Related to Monetary Claims 12

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Time is Money Join Law Insider Premium to draft better contracts faster.