Preservation of Defenses Sample Clauses

Preservation of Defenses. In executing this Agreement, the parties agree and understand that, except as expressly set forth in this Agreement, City does not waive and expressly reserves all defenses, rights or immunities at law or in equity arising under applicable governmental immunity laws and statutes, also including the Pennsylvania Political Subdivisions Tort Claims Act.
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Preservation of Defenses. By agreeing to this Agreement and the releases contained herein, Defendants do not waive any defenses available to any Defendant or the United States in any other pending or future action to claims that were or could have been made in the Action that arise from the same common nucleus of operative facts alleged by Plaintiff in his pleadings and the arguments made in the Action.
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Preservation of Defenses. Healthy Alliance accepts and assumes the Assumed Policy Liabilities subject to any and all rights, defenses, setoffs and counterclaims to which BCBSMo or Healthy Alliance would be entitled with respect to the Assumed Policies. It is expressly understood and agreed by the parties that no defenses, setoffs or counterclaims are waived by the execution of this Agreement or the consummation of the transactions contemplated by this Agreement and that, as of the Closing Time, Healthy Alliance shall be fully subrogated to all such defenses, setoffs and counterclaims and entitled to the benefits thereof as if it were BCBSMo.
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Preservation of Defenses. All Policy Liabilities for which AHIC is liable under this Agreement are subject in all respects to the same terms, conditions, interpretations, waivers, modifications, alterations and cancellations as the Insurance Policies. AHIC accepts and assumes the Policy Liabilities subject to all defenses, setoffs and counterclaims to which Fremont would be entitled with respect to the Insurance Policies. It is expressly understood and agreed by the parties that no such defenses, setoffs or counterclaims are waived by the execution of this Agreement or the consummation of the transactions contemplated by this Agreement and that, as of the Assumption Date, AHIC shall be fully subrogated to all such defenses, setoffs and counterclaims and entitled to the benefits thereof as if it were Fremont.
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Preservation of Defenses. Nothing in this Settlement Agreement, or in any communication between Argentina and the Holder, constitutes an admission of any defaulted bonds of the Republic of Argentina, an acknowledgment that any such bond has been revived or reinstated, or an express or implied promise to pay any such bond (or part thereof) other than, in the case of Holder, to pay the Settlement Amount therefor in accordance with the terms of this Settlement Agreement. Only claims under defaulted bonds that have been agreed upon by the Republic will be eligible for settlement. All defenses available to Argentina relating to any applicable statute of limitations or otherwise with respect to any defaulted bonds of Argentina or amounts due thereunder are expressly preserved until such claim is fully discharged and cancelled. None of this Settlement Agreement or any communication between Argentina and the Holder may be relied upon as evidence of the Republic’s agreement that a claim under any bonds exists, or the Republic’s willingness or ability to pay any defaulted bond or any other claims that are not settled with Holder pursuant to this Settlement Agreement or that are not accepted by the Republic. * * * * Exhibit A -- Form of Agreement Schedule This Agreement Schedule, dated as of date indicated in the signature page forms an integral part of the Master Settlement Agreement dated as of April 5, 2016 between the Republic and the Holder identified in item (i) below (the “Settlement Agreement”). Terms used but not defined in this Agreement Schedule have the meanings given to those terms in the Settlement Agreement. This Agreement Schedule is being submitted in respect of □ Injunction Offer Bonds □ Standard Offer Bonds [check one] owned (or beneficially owned) by the Holder. (i) Name and address of Holder
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Related to Preservation of Defenses

  • Preservation of Rights No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

  • Preservation of Marks Each Assignor agrees to use or license the use of its Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Marks as trademarks or service marks registered under the laws of the United States or the relevant foreign jurisdiction.

  • Preservation of Property Bank shall not be bound to take any steps necessary to preserve any rights in any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities and Obligations as against prior parties who may be liable in connection therewith, and Borrower and Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time, may (a) take any action it deems appropriate for the care or preservation of such property or of any rights of Borrower and/or Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account of or in exchange for any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank; (c) compromise and settle with any person liable on such property; or (d) extend the time of payment or otherwise change the terms of the Loan Documents as to any party liable on the Loan Documents, all without notice to, without incurring responsibility to, and without affecting any of the Obligations or Liabilities of Guarantor.

  • Preservation of Collateral Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

  • Preservation of Existence and Similar Matters Except as otherwise permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • Preservation, Maintenance, and Protection of the Property Inspections. Borrower will not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower must maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless Lender determines pursuant to Section 5 that repair or restoration is not economically feasible, Borrower will promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid to Lender in connection with damage to, or the taking of, the Property, Borrower will be responsible for repairing or restoring the Property only if Xxxxxx has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower remains obligated to complete such repair or restoration. Lender may make reasonable entries upon and inspections of the Property. If Lender has reasonable cause, Xxxxxx may inspect the interior of the improvements on the Property. Lender will give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Preservation of Remedies No delay or omission to exercise any right, power or remedy accruing to either party upon breach or violation by either party under this Agreement shall impair any such right, power or remedy of either party; nor shall such delay or omission be construed as a waiver of any such breach or default or any similar breach or default.

  • Preservation of Existence and Franchises Each Credit Party shall, and shall cause each of its Subsidiaries to, do all things necessary to preserve and keep in full force and effect its legal existence, rights, franchises and authority. Each Credit Party shall remain qualified and in good standing in each jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

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