Prevention of Insolvency Sample Clauses

Prevention of Insolvency. It is the intent of Borrower that the obligations of each Collateral Party under the Loan Documents not be subject to challenge on any basis. Accordingly, as of the date hereof, the liability of Borrower hereunder and under all other Loan Documents, together with all of its other liabilities, debts, claims and Indebtedness to all persons as of the date hereof and as of any other date on which a transfer is deemed to occur by virtue of the Loan Documents, whether fixed or contingent (collectively the "Dated Liabilities") is, and is to be, less than the present fair salable value of all of its assets, and, if different, the fair valuation of all of its assets, as of such corresponding date (as the case may be "Dated Assets"), and Borrower has, and shall have, on the date hereof and on any other date on which a transfer is deemed to have occurred by virtue of the Loan Documents, Dated Assets in an amount sufficient to pay its Dated Liabilities as they become absolute and matured. To this end, Borrower grants to and recognizes in each other Collateral Party rights of subrogation and contribution in the amount, if any, necessary to cause the statements in the preceding sentence to be and remain true. In determining the value of the Dated Assets and the Dated Liabilities, it is understood that Borrower will take into consideration its respective rights to subrogation and contribution against the other Collateral Parties. It is a material objective of this Section 8.2.8 that Borrower recognize rights of subrogation and contribution rather than be deemed to be insolvent (or in contemplation thereof). Notwithstanding anything in this Section 8.2.8 to the contrary, the agreements in this Section 8.2.8 are to establish the relative rights of contribution of the Collateral Parties and shall not modify the joint and several and primary nature of the obligations of Borrower owed to the Bank or impair the right of the Bank to hold Borrower liable for payment of the full amount of the Obligations.
Sample 1
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Related to Prevention of Insolvency

  • Notification of Infringement Each party agrees to provide written notice to the other party promptly after becoming aware of any infringement of the Patent Rights.

  • Notification of Incidents If Contractor becomes aware of or has reasonable suspicion of a privacy incident or security incident regarding any State data, Contractor must report such incident to the State and the State Chief Information Security Officer as soon as possible, but no later than twenty-four (24) hours after such incident. The decision to notify the affected data subjects and the form of such notice following report of a privacy incident or security incident are the responsibility of the State. Notwithstanding anything to the contrary in this Contract, Contractor will indemnify, hold harmless and defend the State and its officers, and employees for and against any claims, damages, costs and expenses related to any privacy incident or security incident involving any State data. For purposes of clarification, the foregoing sentence shall in no way limit or diminish Contractor’s obligation(s) to indemnify, save, hold harmless, or defend the State under any other term of this Contract. Contractor will reasonably mitigate any harmful effects resulting from any privacy incident or security incident involving any State data.

  • Protection of Improvements So far as practicable, Purchaser shall protect Specified Roads and other improvements (such as roads, trails, telephone lines, ditches, and fences): (a) Existing in the operating area, (b) Determined to have a continuing need or use, and

  • Facilitation of Investigation In case of any allegation of violation of any provisions of this Pact or payment of commission, the BUYER or its agencies shall be entitled to examine all the documents including the Books of Accounts of the BIDDER and the BIDDER shall provide necessary information and documents in English and shall extend all possible help for the purpose of such examination.

  • Promotion and Protection of Investment (1) Each Contracting Party shall encourage and create favourable conditions for investors of the other Contracting Party to make investments in its territory, and admit such investments in accordance with its laws and policy. (2) Investments and returns of investors of each Contracting Party shall at all times be accorded fair and equitable treatment in the territory of the other Contracting Party.

  • Definition of Intellectual Property For the purposes of this Agreement, the term “intellectual property” refers to all categories of intellectual property that are the subject of Articles 6.6 (Trademarks) to 6.11 (Undisclosed Information / Measures Related to Certain Regulated Products).

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Restoration of Rights on Abandonment of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

  • Execution of Instruments All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Company shall be signed on behalf of the Company by (i) the Chairman; or (ii) when authorized by resolution(s) of the Directors, the President; or (iii) by such other person or persons as may be designated from time to time by the Directors.

  • Examination of Implementation 1. Without prejudice to the procedures set out in Article 188 (Compensation), once the period of time set out in paragraph 3 of Article 186 (Implementation of the Report) has expired, and there is disagreement between the disputing Parties as to the existence or consistency of the measures taken to comply with the Panel report, such dispute shall be referred to the original Panel wherever possible. If not possible, the procedure pursuant to Article 179 (Panel Selection) shall be followed to appoint a new Panel, in which event the periods set out thereof shall be reduced by half (22). 2. This Panel shall issue its report on the matter within 60 days after the date of the referral of the matter to it. When the Panel considers that it cannot provide its report within this timeframe, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will submit its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.

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