Reserved Obligations Sample Clauses

Reserved Obligations. Notwithstanding any other provision hereof or in any other agreement, Borrower shall remain fully liable to the Assignors with respect to (i) all of its obligations and liabilities regarding indemnification and reimbursement of fees and expenses pursuant to the Credit Agreement, and (ii) all payments heretofore or concurrently made by Borrower under or pursuant to the Credit Agreement or any other Loan Document (collectively, the "Reserved Obligations"), and such Reserved Obligations shall be excepted and reserved by the Assignors from the rights, titles and interests assigned by them to the Assignee hereunder. Borrower hereby affirms its obligations and liabilities in favor of the Assignors under the Credit Agreement regarding indemnification and reimbursement of fees and expenses set forth in the Credit Agreement. Notwithstanding the reservation in this Section 1.7 by Assignors, it is the intent of Assignors, Assignee, Borrower and the Guarantors that the Reserved Obligations SHALL NOT BE SECURED by any of the Security Documents or the other Loan Documents. Accordingly, Assignors hereby expressly waive, release and assign in favor of and to the Assignee any and all rights that Assignors may have to establish or enforce any lien, security interest, mortgage, guarantee or assignment or other encumbrance under any of the Security Documents or the other Loan Documents which may now secure Borrower's or any Guarantor's obligations and indebtedness to Assignors with respect to the Reserved Obligations; provided, however, that nothing herein shall be construed to limit in any way the rights of Assignee which Assignee may now or hereafter have in the Credit Agreement or any other document transferred to Assignee hereunder or in the Amended and Restated Loan and Security Agreement.
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Reserved Obligations. (a) For purposes of this Agreement the parties hereto stipulate and agree that the amount of the "Reserved Obligations" at any time shall equal the aggregate amount of the following as calculated from time to time:
Sample 1
Reserved Obligations. Notwithstanding any other provision hereof or in any other agreement, the Borrower and each Guarantor shall remain fully liable to Amegy for all amounts owed to Amegy solely in its capacity as a Lender under the Credit Agreement and with respect to all obligations and liabilities regarding indemnification created by any of the Relevant Facility Agreements (collectively, the “Reserved Obligations”), and such Reserved Obligations shall be and are hereby excepted and reserved by Amegy from the rights and interests assigned hereunder.
Sample 1
Reserved Obligations. Notwithstanding any other provisions hereof or in any other agreement, Debtor shall remain fully liable to Assignor or to any of its officers, directors, employees, representatives, agents, trustees or affiliates (individually, an "Indemnified Party") with respect to all obligations and liabilities, if any, regarding indemnification and reimbursement of fees, expenses and other obligations owing or to be owing by Debtor to Assignor or any Indemnified Party under any provision of any of the Assigned Documents (collectively, the "Reserved Obligations"), and such Reserved Obligations shall be and are hereby excepted and reserved by Assignor from the rights, titles and interest assigned to Assignee hereunder; provided, however, such Reserved Obligations shall not be secured by the Security Documents. Notwithstanding anything to the contrary contained herein, Assignee and Debtor each acknowledge and agree that all Reserved Obligations shall survive in favor of Assignor and the Indemnified Parties. Debtor does hereby expressly acknowledge and agree that Assignor's retention of the Reserved Obligations does not relieve Debtor of such obligations as to Assignee, its successors, assigns and Indemnified Parties, as that term is defined in the Agreement.
Sample 1

Related to Reserved Obligations

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

  • Specific Obligations Without limiting the generality of Section 3.1 or the requirements of any other provision of this Agreement, Contractor shall:

  • Unfunded Obligations The grant of the Performance Share Units and any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

  • Assumed Obligations At the Closing, Purchaser shall assume, and agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the ordinary course of Seller's business (excluding, for purposes of clarification and not limitation, any and all professional fees, costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby after October 31, 2003, all of which shall be governed by Section 14.4 hereof), (ii) Seller's liabilities and other obligations arising subsequent to the Closing under all contracts entered into by Seller in the ordinary course of its business (including open purchase orders) after the date hereof, and (iii) the obligations listed on Schedule 2.1(c) hereto (collectively the "Assumed Obligations"). Except as expressly set forth in this paragraph (c), Purchaser shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (except to the extent contemplated by Section 14.5 hereof). Without limiting the generality of the foregoing, Seller expressly acknowledges and agrees that Seller shall retain, and that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (a) any liability of Seller for Taxes, whether measured by income or otherwise, (b) any product liability pertaining to products sold by Seller prior to the Closing Date, (c) any liability or obligation of Seller relating to any default taking place before the Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (d) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, or (e) the Distribution Agreement by and between KMS and Seller effective as of September 26, 2002, together with any and all liabilities or obligations (including professional fees) arising out of or relating thereto or to any prior or subsequent agreements between the parties. All obligations which are not Assumed Obligations, including but not limited to the foregoing, are hereinafter referred to as the "Excluded Obligations."

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

  • RELATED OBLIGATIONS At such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the Company will effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company shall have the following obligations:

  • Seller Obligations In connection with any offering under any Registration Statement under this Agreement:

  • Partnership Obligations (a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

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