Other Collateral Matters Sample Clauses

Other Collateral Matters. (a) Until the Senior Debt is Paid in Full, Subordinated Creditor shall take reasonable direction from First Lien Collateral Agent as to any Collateral in its possession or control, so long as (i) such direction would not, in Subordinated Creditor’s reasonable determination, result in any liability of Subordinated Creditor to any Person (or Subordinated Creditor receives indemnification from First Lien Collateral Agent and Senior Lenders with respect to any possible claim that is satisfactory to Subordinated Creditor) and (ii) Subordinated Creditor is reimbursed in cash by the Company (which the Company hereby agrees to do) or the First Lien Collateral Agent for all Subordinated Debt Costs and Expenses pertaining thereto. (b) Promptly after the Payment in Full of the Senior Debt, each of the First Lien Collateral Agent and the Senior Lenders shall deliver or assign control of the remainder of the Collateral, if any, in its possession or under its control to the Subordinated Creditor unless the Subordinated Debt shall have been paid in full or except as may otherwise be required by applicable law or court order. First Lien Collateral Agent (on behalf of itself and the Senior Lenders), hereby appoints the Subordinated Creditor, and Subordinated Creditor hereby appoints First Lien Collateral Agent and Senior Lenders, as their respective agent and bailee for the purposes of perfecting such appointing party’s liens on any of the Collateral that is in the possession or control of such other party, and each party so appointed hereby accepts such appointment and, on behalf of itself and the other holders of the indebtedness such party represents, hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit of the appointing party; provided, that the party in the possession or control of any Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each party on behalf of itself and the holders of the indebtedness it represents, hereby waives and releases such other party from, all such claims and liabilities arising pursuant to such other party’s role as agent and bailee with respect to the Collateral. (c) Provided that Subordinated Creditor is reimbursed in cash by the Company (which the Company hereby agrees to do)...
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Other Collateral Matters. 152 9.12. Right to Perform, Preserve and Protect 153 9.13. Credit Product Providers and Credit Product Arrangements 153 9.14. Designation of Additional Agents 154 9.15. Authorization to Enter into Intercreditor Agreements and Subordination Agreements 154 9.16. Recovery of Erroneous Payments 154 ARTICLE X MISCELLANEOUS 155
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Other Collateral Matters. Each Lender hereby agrees, and each holder of any Loans by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Agent in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Agent or the Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to a Default, to take any action with respect to any collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens on the collateral granted pursuant to the Collateral Documents. Without limited the foregoing, the Lenders irrevocably authorize the Agent at its option and in its discretion, to release any lien granted to or held by the Agent upon any collateral (i) consisting of an instrument evidencing debt if the debt evidence thereby has been paid in full; or (ii) if approved by the Lenders. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of collateral pursuant to this section.
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Other Collateral Matters. (a) Borrower shall at any time and from time to time, take such steps as Collateral Agent may request (i) in order that Collateral Agent shall obtain “control” of Collateral, with any agreements establishing control to be in form and substance reasonably satisfactory to Collateral Agent, (ii) to enter into a tri-party agreement with Collateral Agent and the issuer and/or confirmation bank with respect to any Letter of Credit Rights that Borrower has acquired, and thereby directing all payments under such Letter of Credit Rights as Collateral Agent shall direct, (iii) to promptly notify Collateral Agent, in a writing signed by a Borrower, of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Collateral Agent, to enter into a supplement to this Agreement, granting to Collateral Agent, for the benefit of the Credit Parties, a Lien in such commercial tort claim and in the proceeds thereof, and (iv) otherwise to insure the continued perfection enforceability and priority of security interest of the Collateral Agent, for the benefit of the Credit Parties, in any of the Collateral and of the preservation of its rights therein. (b) Nothing contained in this Section 9.04 shall be construed to narrow the scope of Collateral Agent’s security interest in any of the Collateral or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges or remedies of Collateral Agent hereunder.
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Other Collateral Matters. 124 #500021837_v16
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Other Collateral Matters. 171 10.13 Credit Product Arrangement Provisions ............................................................................................................................................172 10.14 ERISA Related Provisions.................................................................................................................................................................173 ARTICLE XI MISCELLANEOUS 11.01 Amendments, Etc...............................................................................................................................................................................175 11.02 Notices; Effectiveness; Electronic Communication ..........................................................................................................................178 11.03 No Waiver; Cumulative Remedies ....................................................................................................................................................181 11.04 Expenses; Indemnity; Xxxxxx Xxxxxx..............................................................................................................................................182 11.05 Marshalling; Payments Set Aside ......................................................................................................................................................184 11.06 Successors and Assigns......................................................................................................................................................................184 11.07 Treatment of Certain Information; Confidentiality............................................................................................................................189 11.08 Right of Setoff....................................................................................................................................................................................190 11.09
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Other Collateral Matters. 98 ARTICLE XI MISCELLANEOUS.......................................................................................................100 11.01
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Other Collateral Matters 
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Related to Other Collateral Matters

  • Collateral Matters (a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Subsidiaries owned no interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to Borrower or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrower in respect of) any and all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (iv) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.

  • Fiscal Matters a. The School District will provide all required Course Materials (textbooks and electronic materials) and will be billed for applicable Instructional Materials charges embedded in courses requiring electronic materials in accordance with the College respective course agreement. b. The School District will act as the fiscal agent for purposes of this MOU, including student fees. Based on School District policies, the School District may recover fees incurred by students. c. Any transportation and applicable food services required for Students participating in Dual Credit programs at the College site will be provided by the School District. d. All personal fines, late fees, parking tickets, etc. incurred by Student at the College are the student’s individual responsibility. e. Adjunct Instructors at the School site delivering dual credit courses may teach students enrolled in ECHS and Traditional Dual Credit in the same course section. However, Alamo Colleges District will only pay dual credit stipends for dual credit courses with 15 dual credit students or more in each course section. Dual Credit students constitute those in traditional Dual Credit or ECHS. f. The Cost-Sharing Model was implemented beginning with the 2017-18 Academic Year. Following the model of who primarily funds the cost of the Dual Credit Instructor, the Alamo Colleges District will either pay a stipend to the School District or the School District will pay the Alamo Colleges District the appropriate amount listed below. The College will verify all student enrollments per College census dates. i. Where the School District contracts the instructor to teach college courses, the Alamo Colleges District will pay $600 for each course section that contains at least 15 students. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide the appropriate payment to be paid the first full week of December for the Fall semester and the third full week of April for the Spring semester. ii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals less than 80% of the total student enrollment count of the said course section, the School District will pay $100 per student to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals to 80% or greater of the total student enrollment of the said course, the School District will pay $2,800 per course to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iv. Where Students are required to use Course Materials as part of the prescribed courses in their degree plan, as referenced in Section 13 – Course Materials, the Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. g. School District’s failure to meet its financial responsibilities as the fiscal agent will result in a College’s refusal of enrollment of its Students for the next Academic Year after determination of payment default and may be subject to outside collection agency action. h. Tuition promotions, incentives or discounts vary during each academic year. All current promotions are published on the Alamo Colleges District web site at: xxx.xxxxx.xxx, and are available in printed or electronic formats. Applicability of said for students enrolled in Dual Credit programs, Early College High School or Alamo Academies must be verified at the time of enrollment. Examples of promotional incentives include the “Summer Momentum Plan” published in the Alamo Colleges District web site at: xxxx://xxx.xxxxx.xxx/free.

  • Environmental Matters (i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

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