Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrowers hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by such Borrower to Secured Creditors with respect to the EMEA Term Loan and the other EMEA Facility Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Borrower under this Section 9.20, irrespective of any discharge of such Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by each Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.
Parallel Obligations. (a) Solely for purposes of the validity and enforcement of any security interest granted to the Secured Parties in any Equity Interests or other assets governed by German law, each of the parties hereto agrees (and each Secured Party by its execution of the Credit Agreement or its Assignment and Assumption agrees), and each of the Loan Parties acknowledges by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis as effective under German law) (the “Acknowledgement”), that the Obligations of such Loan Party (and each of their respective permitted successors and assigns) (the “Original Obligations”) shall also be owing in full to the Administrative Agent (and its permitted successors and assigns), and that accordingly the Administrative Agent will have its own independent right to demand performance by the respective Loan Party of the Obligations of such Loan Party (such Obligations owed to the Administrative Agent, the “Parallel Obligations”). Any payment by any Loan Party of its Parallel Obligations shall to the same extent reduce and be a good discharge of the corresponding Original Obligations of such Loan Party owing to the relevant Secured Parties, and payment by any Loan Party of its Original Obligations to the relevant Secured Parties shall to the same extent reduce and be a good discharge of the Parallel Obligations owing by it to the Administrative Agent. The Administrative Agent undertakes to each Loan Party that in the case of any discharge of any such obligation owing to one of the Administrative Agent or a Secured Party, it will, to the same extent, not make a claim against such Loan Party under the Acknowledgement at any time, provided that any such claims can be made against such Loan Party if such discharge is made by virtue of any set off, counterclaim or similar defense invoked by such Loan Party vis-a-vis the Administrative Agent other than with respect to claims arising under the Loan Documents.
(b) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 8.19 or under any other provision of the Loan Documents), the Administrative Agent agrees with each other Secured Party that it will not exercise its rights under the Acknowledgement with respect to Obligations owed to such Secured Party except with the consent of such Secured Party, which consent is hereby deemed given by its execution of the Credit Agreement or its Assignment and Assumption. Nothing in the...
Parallel Obligations. The sub-license(s) shall contain undertakings by the sub-licensee(s), as applicable, to observe and perform obligations which are in all material respects mutatis mutandis at least the same as Avedro’s undertakings and obligations to IROC Innocross hereunder to the extent allocated to such sub-licensee(s), including but not limited to its confidentiality obligations.
Parallel Obligations. Executive’s obligations in this Section 9 are not exclusive and the Parties acknowledge that Executive is simultaneously executing a Non- Disclosure, Non-Competition, and Invention Assignment Agreement of even date herewith (the “NDA”). This Agreement and the NDA should be construed together, but in the event of a conflict, the terms of this Agreement shall control.
Parallel Obligations. In two areas, the DOR is committed to take steps to further the workability of the agreement. The DOR agrees to take reasonable steps to train its key employees on the use and operation of the
Parallel Obligations. See § 19.1.
Parallel Obligations. For the purposes of taking and ensuring the continuing validity of security (the “Parallel Debt Security”) under the Security Documents subject to the laws of (or to the extent affecting assets situated in) Germany and such other jurisdictions as the Administrative Agent and the Parent Borrower (each acting reasonably) agree, notwithstanding any contrary provision in any Loan Document:
Parallel Obligations. (a) For purposes of German law, the Borrowers, the Administrative Agent and the Lenders hereby agree that with respect to any Loan held by any Lender the Administrative Agent and such Lender shall be the joint and several creditor of each Loan Party (a “Foreign Loan Party”) that is or becomes a party to a Collateral Document governed by German law. Accordingly, the Administrative Agent shall have its own independent right to demand performance by the Foreign Loan Parties of such Obligations subject to the capital preservation Rules of German law, including but not limited to Sections 30 and 31 of the German GmbH-Code. However, (i) any discharge of any such Obligation to either the Administrative Agent or any Lender shall, to the same extent, discharge the corresponding obligation owing to the other, and (ii) a Lender and the Administrative Agent shall not, by virtue of this Agreement, be entitled to pursue a Foreign Loan Party concurrently for the same Obligation.
(b) Without limiting or affecting the Administrative Agent’s rights against the Foreign Loan Parties (whether under this Agreement or any of the other Loan Documents) the Administrative Agent agrees with each other Lender (on a several and divided basis) that, except as set out in the next sentence, the Administrative Agent will not exercise its rights as joint and several creditor except with the consent of the relevant Lender and only in accordance with the Loan Documents. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the right of the Administrative Agent to act in the protection or preservation of rights under, or to enforce any of the Collateral Documents in accordance with its terms (or to perform any act reasonably incidental to any of the foregoing).
(c) The proceeds of any foreclosure or enforcement of the Collateral Documents shall be distributed by the Administrative Agent in accordance with this Agreement.
(d) The parties acknowledge and confirm that the provisions contained in this Section 10.22 shall not be interpreted so as to increase the maximum total amount of the Obligations under this Agreement or any of the other Loan Documents.
Parallel Obligations. For the purposes of (a) taking Security in, or subject to the laws of, Germany (and such other jurisdictions as the Agents and the Borrower (acting reasonably) agree) (together, the "AGREED JURISDICTIONS") and (b) ensuring the continued validity of such Security, the Security Agent and the Obligors agree that despite anything to the contrary contained in any Finance Document:
20.12.1 each Obligor shall pay to the Security Agent sums equal to, and in the currency of, its Principal Obligations (as defined below) as and when the same fall due for payment under any Finance Document (the "PARALLEL OBLIGATIONS");
20.12.2 the rights of the Finance Parties to receive payment of the Principal Obligations are several from the rights of the Security Agent to receive the Parallel Obligations;
Parallel Obligations. 46 ARTICLE II.
