Prepetition Obligations Sample Clauses

Prepetition Obligations. The amount of the Prepetition Obligations as of the Petition Date is at least $18,573,570.76. Such amount constitutes a valid claim against each of the Prepetition Obligors. No Prepetition Obligor has any defenses, offsets or counterclaims with respect to the Prepetition Obligations, nor any other claim or cause of action of any sort against the Lender or any of its Affiliates.
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Prepetition Obligations. As of the Petition Date, the Debtors were indebted and liable to the Prepetition Agent, the Prepetition Secured Lenders and the other Secured Parties (defined in the Prepetition Credit Agreement) (the “Prepetition Secured Parties”) under the Prepetition Loan Documents without objection, defense, counterclaim or offset of any kind, (a) in the aggregate principal amount of not less than (I) $300,249,610.50 with respect to the Prepetition Term Facility (comprised of the First Out Term Advances (defined in the Prepetition Credit Agreement) in the aggregate principal amount of $224,559,153.15, the Last Out Term Advances (defined in the Prepetition Credit Agreement) in the aggregate principal amount of $70,065,846, and the New Term Advances (defined in the Prepetition Credit Agreement) in the aggregate principal amount of $5,624,611.35), (II) $34,069,786.79 with respect to the Prepetition U.S. Revolving Facility (comprised of U.S. Revolving Credit Advances (defined in the Prepetition Credit Agreement)), (III) $22,000,000 with respect to the Prepetition Canadian Revolving Facility, and (IV) approximately $2,183,831 with respect to the Debtors’ obligations in respect of a Bank Hedging Agreement (defined in the Prepetition Credit Agreement) with Deutsche Bank AG New York Branch, as counterparty, which terminated prior to the Petition Date, plus, in each case, accrued (both before and after the Petition Date) and unpaid interest thereon, (b) for $18,232,199 aggregate face amount of undrawn Letters of Credit (defined in the Prepetition Credit Agreement), and (c) for fees, expenses and all other Obligations (defined in the Prepetition Credit Agreement), including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the Prepetition Loan Documents (clauses (a) through (c), collectively, the “Prepetition Obligations”). As of the Petition Date, the value of the Prepetition Collateral (defined below) exceeds the amount of the Prepetition Obligations.
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Prepetition Obligations. Each of the Loan Parties hereby acknowledges, confirms and agrees that the Borrowers and certain of their Subsidiaries (including the Loan Parties) are indebted to the Prepetition Indebtedness Holders for the Prepetition Obligations, as of the Petition Date, (a) in an aggregate principal amount of approximately $248,700,000 plus accrued and unpaid interest and any fees, costs, and expenses incurred in connection therewith, in respect of Prepetition Obligations under the Prepetition Term Loan Agreement and (b) in an aggregate principal amount of approximately $43,600,000, plus approximately $10,200,000 of standby letters of credit, plus accrued and unpaid interest and any fees, costs, and expenses incurred in connection therewith, in respect of Prepetition Obligations under the ABL Credit Agreement, in each case, plus indemnities, reimbursement obligations and other charges now or hereafter owed by the Borrowers and certain of its Subsidiaries (including the Loan Parties) to the Prepetition Indebtedness Holders pursuant to the terms of the Prepetition Term Loan Agreement and the ABL Credit Agreement, all of which are unconditionally owing by the Borrower and its Subsidiaries to the Prepetition Indebtedness Holders, without offset, defense or counterclaim of any kind, nature and description whatsoever.
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Prepetition Obligations. Except for the Prepetition Obligations, the ABL Facility Indebtedness and as disclosed on Schedule 7.03, the Loan Parties do not have any other Indebtedness for borrowed money outstanding on the date hereof.
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Prepetition Obligations. Until Payment in Full, no Loan Party shall use the proceeds of the Loans to pay prepetition obligations, except as permitted by the Hedge Order, the Orders or any other order of the Bankruptcy Court in form and substance satisfactory to the Requisite Lenders in their sole discretion, in compliance with the Approved Budget (subject to Permitted Variances) and consistent with the RSA.
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Prepetition Obligations. All Prepetition Obligations outstanding under the Prepetition Credit Agreement, except for the Prepetition Letters of Credit and other amounts acceptable to the Administrative Agent, acting in its sole discretion, shall be paid in full (giving effect to any repayment from proceeds of the Term Loans).
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Prepetition Obligations. The Prepetition Indebtedness Holders shall have received adequate protection in respect of the Liens securing the Prepetition Obligations in the form set forth in the Interim Bankruptcy Court Order.
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Prepetition Obligations. Except for the Prepetition Obligations and as disclosed on Schedule 4.35, the Company and its Subsidiaries do not have any other Indebtedness for borrowed money outstanding on the date hereof.
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Related to Prepetition Obligations

  • Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree which includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement.

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

  • Mitigation Obligations If any Lender requests compensation under Section 9.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 9.05, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 9.03 or 9.05, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

  • Notification Obligations (a) If by reason of a Political Event or Change in Law a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall: (i) give each other Party notice of the Political Event or Change in Law as soon as practicable, but in any event, not later than three (3) Days after the affected Party became aware, or should have become aware, of the occurrence of the Political Event or Change in Law or six (6) hours after the resumption of any means of providing notice between the Company and the GOB, whichever is later; and (ii) give each other Party a second notice, describing the Political Event or Change in Law in reasonable detail and, to the extent that can be reasonably determined at the time of the second notice, providing a preliminary evaluation of the obligations affected, a preliminary estimate of the period of time that the affected Party will be unable to perform the obligations, and other relevant matters as soon as practicable, but in any event, not later than seven (7) Days after the initial notice of the occurrence of the Political Event or Change in Law is given by the affected Party. When appropriate or when reasonably requested to do so by any other Party, the affected Party shall provide further notices to the other Party more fully describing the Political Event or Change in Law and its cause and providing or updating information relating to the efforts of the affected Party to avoid and/or to mitigate the effect(s) thereof and estimates, to the extent practicable, of the time that the affected Party reasonably expects it will be unable to carry out any of its affected obligations due to the Political Event or Change in Law. (b) The affected Party shall also provide notice to each other Party of: (i) with respect to an ongoing Political Event or Change in Law the cessation of the Political Event or Change in Law; and (ii) its ability to recommence performance of its obligations under this Agreement, as soon as possible, but in any event, not later than seven (7) Days after the occurrence of each of (i) and (ii) above. (c) Failure by the affected Party to give notice of a Political Event or Change in Law to the other Parties within the ten (10) Day period or one (1) Business Day period required by Section 11A.2(a) shall not prevent the affected Party from giving such notice at a later time; provided, that in such case, the affected Party shall not be excused pursuant to Section 11A.4 for any failure or delay in complying with its obligations under or pursuant to this Agreement until the notice required by Section 11A.2(a)(i) has been given; and if such notice is given within the three (3) Day period or six (6) hour period as required by Section 11A.2(a)(i), the affected Party shall be excused for such failure or delay pursuant to Section 11A.4 from the date of commencement of the relevant Political Event or Change in Law.

  • Indemnity Obligations (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Parallel Operation Obligations Once the Small Generating Facility has been authorized to commence parallel operation, the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel operation of the Small Generating Facility in the applicable control area, including, but not limited to: (1) the rules and procedures concerning the operation of generation set forth in the NYISO tariffs or ISO Procedures or the Connecting Transmission Owner’s tariff; (2) any requirements consistent with Good Utility Practice or that are necessary to ensure the safe and reliable operation of the Transmission System or Distribution System; and (3) the Operating Requirements set forth in Attachment 5 of this Agreement.

  • Effect on Obligations Termination of this Agreement pursuant to this Article shall terminate all obligations of the parties hereunder; provided, however, that termination pursuant to paragraph (b) of Section 8.01 shall not relieve any party that breached its covenants or agreements contained herein or in any related agreement from any liability to the other party hereto by reason of such breach.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

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