Payments and Agreements in Connection with the Termination of the BOW Agreements Sample Clauses

Payments and Agreements in Connection with the Termination of the BOW Agreements. Notwithstanding anything in the Control Agreement to the contrary, the Borrower hereby irrevocably authorizes the following payments and fund transfers to be made by BOW from the Control Account on the Payment Date without further instruction: (i) first, pay to BOW, in its separate capacity as lender to the Borrower under the BOW Agreements, all obligations of the Borrower under the BOW Agreements in full (including without limitation all principal thereof and all accrued interest thereon, together with related out-of-pocket expenses, (ii) second, after the Borrower has paid all amounts owing by it under the BOW Agreements on the Payment Date, pay to the Agent the Deferred Interest Payment and all PIK Interest accruing from June 15, 2010 until October 31, 2010, and (iii) third, after the Borrower has paid all amounts pursuant to clauses (i) and (ii), pay to the Agent the amount remaining in the Control Account, which payment shall be applied by the Agent pro rata to the outstanding principal balance of the Notes. The Line of Credit Commitment shall be permanently reduced by the amount the L/C Note is prepaid on the Payment Date. Upon the Control Account being thereby reduced to a zero balance, the Agent, the Borrower and BOW (in its separate capacities as a Lender, the “Bank” under the Control Agreement, and lender to the Borrower under the BOW Agreements) hereby agree that the Control Account shall be closed, and there will be no substitute, corollary or replacement Control Account or Blocked Account (as defined in the Control Agreement) subject to the Control Agreement. Effective upon receipt by BOW of the funds from the Control Account required under clause (i) of the preceding sentence, Borrower and BOW shall each deliver to the Agent a fully executed counterpart of a Payoff and Termination Agreement between Borrower and BOW, in its separate capacity as lender to the Borrower under the BOW Agreements in the form attached hereto as Exhibit A, evidencing that all obligations of the Borrower under the BOW Agreements have been paid in full (including without limitation all principal thereof and all accrued interest thereon, together with related out-of-pocket expenses and legal fees incurred by BOW in connection with the BOW Agreements), and that all BOW Agreements have been terminated and all liens granted by the Borrower to BOW thereunder have been released. For the avoidance of doubt, the BOW Agreements do not include that certain Commercial Card Agreem...
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Related to Payments and Agreements in Connection with the Termination of the BOW Agreements

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Agreement with Respect to Certain Existing Agreements (a) Subject to the provisions of Section 4.8(b), with respect to agreements existing as of Bank Closing which provide for the rendering of services by or to the Failed Bank, within thirty (30) days after Bank Closing, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after Bank Closing and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after Bank Closing, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided, that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey, and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Termination of the Agreement The Employment may be terminated as follows:

  • Confirmation of the Agreement Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • Execution of the Agreement The Company, the party executing this Agreement on behalf of the Company, and the Consultant, have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and the Consultant of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Consultant and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. Delivery may take place via facsimile transmission.

  • Company Bound by Provisions of this Agreement The Company and Indemnitee will each be precluded from asserting in any judicial or arbitration proceeding commenced pursuant to this Article 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such judicial or arbitration proceeding that the Company is bound by all the provisions of this Agreement.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

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