Net Obligations Sample Clauses
Net Obligations. We shall not be obliged to Transfer Applicable Margin to you if you have a net exposure to us. You agree that all margining will be "one way” for our benefit.
Net Obligations. This Lease is a net lease and Lessee's obligation to pay all indemnities and other amounts payable under the Operative Documents in accordance with their terms shall be absolute and unconditional under any and all circumstances and, without limiting the generality of the foregoing, Lessee shall not be entitled to any abatement or reduction of payments or any setoff against Rent, indemnity or other amounts, whether arising by reason of any past, present or future claims of any nature by Lessee against Agent, Lessor or any Participant, or otherwise. Except as otherwise expressly provided herein, this Lease shall not terminate, nor shall the obligations of Lessee be otherwise affected: (a) by reason of any defect in, damage to, or loss of possession or use, obsolescence or destruction, of any or all of the Equipment, however caused; or (b) by the taking or requisitioning of any or all of the Equipment by condemnation or otherwise; or (c) by the invalidity or unenforceability or lack of due authorization by Agent, Lessor, any Participant or Lessee or other infirmity of this Lease or any other Operative Document; or (d) by the attachment of any Lien of any third party to any Equipment; or (e) by any prohibition or restriction of or interference with Lessee's use or quiet EXECUTION COPY enjoyment of any or all of the Equipment by any Person; or (f) by the insolvency of or the commencement by or against Agent, Lessor or any Participant of any bankruptcy, reorganization or similar proceeding; or (g) by the failure of Lessee to achieve the characterization of the transaction intended as set forth in Section 5.1 of the Participation Agreement; or (h) by any other cause, whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding. It is the intention of the parties that all Rent, indemnities and other amounts payable by Lessee under the Operative Documents shall be payable in all events in the manner and at the times herein provided unless Lessee's obligations in respect thereof have been terminated or modified pursuant to the express provisions of this Lease or any other Operative Document. To the extent permitted by Applicable Laws, Lessee hereby waives any and all rights which it may now have or which may at any time be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease, in whole or in part, except strictly in accordance with the express terms hereof and any other Operative D...
Net Obligations. The indemnity obligations of the Parties under this Annex E shall be net of any accruals or reserves reflected in the ABB Ltd Business 1998 Accounts and the ALSTOM Business 1998 Accounts. Further , any indemnification payments made hereunder shall be reduced to take into account any Tax Benefits currently realized by the Indemnified Party arising in respect of the Liabilities covered by such indemnification, net of any additional Taxes required to be paid by the Indemnified Party as a result of receipt or accrual of the indemnity payment, it being understood and agreed that, except as otherwise required by law, the parties intend to treat any indemnification payment as a contribution to capital or adjustment to purchase price.
Net Obligations. Net Obligations (as defined below), as of the Closing Date, shall not be in excess of $10,000,000. "NET OBLIGATIONS" shall mean the aggregate of (i) all Indebtedness of Group and the Subsidiaries as of the Closing Date PLUS (ii) the costs associated with discharging such indebtedness PLUS (iii) the fees and expenses relating directly to the transaction contemplated by this Agreement owing to DLJ, Xxxx Xxxx Xxxx & Freidenrich LLP and KPMG Peat Marwick LLP (other than those fees and expenses of KPMG Peat Marwick LLP that are attributable to its services rendered in connection with (A) making Sellers' audited financial statements available for inclusion in Purchaser's financing documents and (B) issuing a "comfort letter" with respect to certain other financial information to be included in Purchaser's financing documents (collectively, the "KPMG Financing Services Fees")) (all of which it is anticipated will be paid at Closing) PLUS (iv) $22,500, which equals Group's 50% share of the filing under the HSR Act for the transactions contemplated hereby (v) PLUS (if the Working Capital is less than $2,000,000) or MINUS (if the Working Capital is more than $2,000,000) the amount by which Working Capital as of the closing date varies from an agreed upon Working Capital target of $2,000,000. For purposes of the "Net Obligations" calculation, working capital will include, as an asset, approximately $590,000, which represents the federal tax loss generated by Sellers during the period from January 4, 1998 to November 30, 1998 and which Group may carry back, and, therefore, with respect to which Group may obtain a cash refund in such amount. In performing the computation set forth above, there shall be no duplicative counting. Group shall prepare and deliver to Purchaser on the fifth (5) business day prior to the Effective Date, a calculation of Net Obligations. Such calculation shall be accompanied by a certificate of the Chief Financial Officer of Group that such calculation was prepared in accordance with GAAP. Purchaser will be responsible for discharging at the Closing: (A) the Net Obligations described in clause (i) of this SECTION 9.2((o)) that are owed to Imperial Bank, (B) the Net Obligations described in clauses (ii) and (iii) of this SECTION 9.2((o)) and (C) the KPMG Financing Services Fees.