Releases; Dispositions; Other Agreements Sample Clauses

Releases; Dispositions; Other Agreements. 5.1 Releases.
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Releases; Dispositions; Other Agreements. 5.1. Releases. Other than with respect to the Second Lien DIP Priority Account Collateral:
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Releases; Dispositions; Other Agreements. 5.1. Releases. (a) Until the Discharge of Senior Lien Obligations occurs, Senior Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Collateral pursuant to the terms of the Senior Loan Documents or in accordance with the provisions of this Agreement, in each case without any consultation with, consent of or notice to the Junior Agent or any other Junior Claimholder. (b) If, in connection with the Exercise of Secured Creditor Remedies by Senior Agent as provided for in Section 3, Senior Agent releases any of its Liens on any part of any Junior Collateral or releases any Grantor from its obligations in respect of the Senior Lien Obligations, then the Liens of the Junior Agent on such Collateral, and the obligations of such Grantor in respect of such Junior Lien Obligations shall be automatically (if recognized under local law), unconditionally, and simultaneously released; provided, that any proceeds of any Collateral resulting from such Exercise of Secured Creditor Remedies shall be applied in accordance with Section 4.1 hereof. The Junior Agent (on behalf of itself and the other Junior Claimholders) promptly shall execute and deliver to Senior Agent such termination or amendment statements, releases, and other documents as Senior Agent may reasonably request in writing to effectively confirm such release. (c) [Intentionally Omitted.] (d) In the event of any private or public Disposition of all or any material portion of any Collateral by one or more Grantors with the consent of Senior Agent after the occurrence and during the continuance of a Senior Default (and prior to the Discharge of Senior Lien Obligations), which Disposition is conducted by such Grantors with the consent of Senior Agent in connection with good faith efforts by Senior Agent to collect the Senior Lien Obligations through the Disposition of any Collateral (any such Disposition, a “Default Disposition”), then the Liens of the Junior Agent on such Collateral shall be automatically (if recognized under local law), unconditionally, and simultaneously released (and if (i) the Default Disposition includes equity interests in any Grantor, and (ii) Senior Agent is also releasing those Grantors whose equity interests are Disposed of (together with their respective Subsidiaries) from all of their obligations under the Senior Loan Documents, the Junior Agent further agrees to release those Persons whose equity interests are Disposed of (together ...
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Releases; Dispositions; Other Agreements 
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Related to Releases; Dispositions; Other Agreements

  • Termination of Other Agreements This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.

  • Effect of Other Agreements Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, severance or change in control agreement between you and the Company or a similar plan or arrangement sponsored or maintained by the Company in which you participate, the terms of such employment, severance or change in control agreement or similar plan or arrangement shall control.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

  • Certain Other Agreements The Shareholder will notify ------------------------ Parent immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making such Acquisition Proposal and the terms and conditions of any proposals or offers. The Shareholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Such Shareholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition Proposal. Such Shareholder agrees that it will not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, or (ii) in the event of an unsolicited written Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

  • No Defaults on Other Agreements Except as disclosed to the Bank Parties in writing or as disclosed in General Partner’s SEC Reports existing as of the date hereof, Borrower, to the best of its knowledge, is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any partnership, trust or other restriction which is likely to result in a Material Adverse Change. To the best of its knowledge, Borrower is not in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument which is likely to result in a Material Adverse Change.

  • Other Agreements and Documents Company shall have executed and delivered the following agreements and documents:

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