Obligations of Borrowers. Notwithstanding anything in this Credit Agreement or in the other Credit Documents to the contrary (including, without limitation, Section 2.6, Section 2.10 and ARTICLE XI), the parties hereto acknowledge and agree that (a) each of the Borrowers, in its capacity as a Borrower hereunder, is not jointly and severally liable for the Credit Party Obligations of the other Borrower; provided that it is acknowledged and agreed that the Company has guaranteed the Credit Party Obligations of the Dutch Borrower pursuant to ARTICLE XI and that the Dutch Borrower has not guaranteed the Credit Party Obligations of the Company and (b) neither the Dutch Borrower nor Alliance AG shall be required to repay or prepay, or to guarantee, nor shall any amount paid by the Dutch Borrower or Alliance AG be applied to, any Credit Party Obligations of the Company.
Obligations of Borrowers. Notwithstanding anything in this Credit Agreement or in the other Credit Documents to the contrary (including, without limitation, Section 2.7, Section 2.12, Article X and Article XI), the parties hereto acknowledge and agree that (a) each of the Borrowers, in its capacity as a Borrower hereunder, is not jointly and severally liable for the Credit Party Obligations of the other Borrower; provided that it is acknowledged and agreed that the Company has guaranteed the Credit Party Obligations of the Foreign Borrower pursuant to Article XI and that the Foreign Borrower has not guaranteed the Credit Party Obligations of the Company and (b) neither the Foreign Borrower nor any other Foreign Credit Party shall be required to repay or prepay, or to guarantee, nor shall any amount paid by the Foreign Borrower or any other Foreign Credit Party be applied to, any Credit Party Obligations of the Company and the US Guarantors.
Obligations of Borrowers. Except as otherwise provided in section 15.23, all obligations, liabilities, covenants and agreements of the Borrowers in this Agreement and any other Credit Document shall be joint and several, whether or not expressly so stated, and the joint obligation of each Borrower shall be unconditional and absolute and, without limiting the generality of the foregoing, except in the case of payment in full of all Obligations, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any act or omission to act or delay of any kind by the other Borrower, either Administrative Agent, any Lender or any other person or any other circumstance whatsoever which might, but for the provisions of this section, constitute a legal or equitable discharge of that Borrowers’ obligations under this Agreement and the other Credit Documents. Any right exercisable, direction or notice that may be given or request that may be made by the Borrowers under or in respect of this Agreement or any other Credit Document may be exercised, given or made by any other Borrower, and the other Borrower acknowledges and agrees that in that case it shall be bound by the other Borrower. In the event that any exercise of a right, direction, notice or request made by a Borrower violates or in any manner conflicts with or is inconsistent with that of the other Borrower, the Administrative Agents and the Lenders will deem the exercise, direction, notice or request of Genlyte Group as binding on the Borrowers and may ignore those of any other Borrower. Notwithstanding anything to the contrary contained in this Section 15.22 or any other provision of this Agreement or in any other Credit Document, with respect to any Borrowings or other Obligations at any time of Lumec Holding, Genlyte Intangible Inc., or any other Person that shall then be a shareholder of Lumec or a shareholder of Lumec’s parent legal Person (within the meaning of Section 123.66 of the Companies Act (Quebec)), Lumec shall only be liable, directly or indirectly, for the maximum amount of such Borrowings or other Obligations for which it may be liable at such time without contravening the provisions of Section 123.66 of the Companies Act (Quebec).
Obligations of Borrowers. Each Borrower will keep and maintain or will cause to be kept and maintained, in accordance with GAAP proper and accurate books, records and accounts reflecting the financial affairs of such Borrower and income and expense in connection with the operation on an individual basis of each of the Individual Properties. The Administrative Agent and any Lender shall have the right from time to time at all times during normal business hours, upon reasonable advance notice, to examine such books, records and accounts at the office of such Borrower or at the Individual Property and to make such copies or extracts thereof as the Administrative Agent or Lender shall desire. Upon the occurrence of any Event of Default (following any required notice from the Administrative Agent to the Borrowers and following the expiration of any applicable cure period), each Borrower shall pay any costs and expenses incurred by the Administrative Agent to examine each Borrower’s accounting records with respect to the Properties, as the Administrative Agent shall determine to be necessary or appropriate in the protection of the Lenders’ interests.
Obligations of Borrowers. Notwithstanding the delivery by the Borrowers of separate Contract Notes and Bid Notes to each Lender, all borrowing requests shall be delivered to and all payments due under the terms of any Note shall be made by the Borrowers solely to the Administrative Agent.
Obligations of Borrowers. Borrower’s obligations and representations under this Agreement shall be in addition to all obligations, covenants, and representations made by or on behalf of Borrower in all other documents delivered in connection with the Loan and the transactions contemplated hereby.
Obligations of Borrowers. Notwithstanding any other provision in this Agreement, the obligations of Borrowers under this Agreement shall be several and not joint; provided, however, that Company will guarantee the payment and performance of all obligations of Subsidiary Borrower under this Agreement pursuant to the Guaranty.
Obligations of Borrowers. Any obligations which are stated herein to be obligations of the Borrowers, without being stated to be the several obligations of the Borrowers and without any provision for allocating such obligations as between the Borrowers, shall be deemed to be the joint and several obligations of the Borrowers.
Obligations of Borrowers. 1.73.1.1 Thirty (30) days prior to the consummation of the Merger, Borrowers shall provide Agent with a pro forma Consolidated and consolidating balance sheet of Aero International, Inc. and its Consolidated Subsidiaries as of a date on or about the effectiveness of such merger and giving effect thereto, together with (i) audited balance sheet of ITS for the last three (3) years; (ii) projected financial statements for the next three (3) years giving effect to the merger; and (iii) a revision of the annual budget required under SECTION 8.1.3 hereof as may be necessary to reflect to consummation of such merger. Such financial statements shall be acceptable to Majority Lenders in their sole and absolute discretion.
1.73.1.2 Simultaneous with the Merger, Aero International, Inc. and its Wholly-Owned Subsidiaries (giving effect to the merger) shall grant to Agent for the ratable benefit of Lenders a first priority Lien on all of such Additional Borrowers Inventory and Receivables. The definition of Aero herein shall then mean Aero International, Inc.
1.73.1.3 Borrowers shall pay all Debts of Aero International, Inc. and its Wholly-Owned Subsidiaries (giving effect to the Merger).
1.73.1.4 On the date of the closing of the transactions contemplated by the Merger Letter Agreement, Borrowers shall provide Agent with a Borrowing Base Certificate giving effect to such Merger.
Obligations of Borrowers. Except for the guaranty of the Company set forth in Article X, (i) the obligations of the Borrowers hereunder to repay Sub-Facility Loans and Revolving Credit Loans, are several and not joint, and (ii) no Borrower shall be responsible or obligated for the failure of any other Borrower to repay any Obligation owing by any such other Borrower.
