Rights After Payment by Ex-Im Bank Sample Clauses

Rights After Payment by Ex-Im Bank. Upon the first payment by Ex-Im Bank under Section 8.05(a): (a) Ex-Im Bank, by virtue of the assignments made pursuant to Sections 8.03(a), shall acquire all right, title and interest of the Lender and the Noteholders, respectively, in and to all outstanding Notes issued in connection with such Credit with respect to which demand for payment has been made on Ex-Im Bank, any Security granted in connection with the relevant Credit and the Credit Agreement, and shall be entitled, in Ex-Im Bank’s sole discretion, to pursue collection for Ex-Im Bank’s own account of all amounts due or to become due on or under such Notes, the Credit Agreement, and such Security; and (b) thereafter, the Lender and the Noteholders, with respect to such Notes, the Credit Agreement, and such Security, shall be entitled only to payments from Ex-Im Bank made in accordance with this Agreement.
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Rights After Payment by Ex-Im Bank. Upon the first payment by Ex-Im Bank under Section 8.05(a): (a) Ex-Im Bank, by virtue of the assignments made pursuant to Sections 8.03(a), shall acquire all right, title and interest of the Agent and the Lenders, respectively, in and to all outstanding Notes issued in connection with such Credit with respect to which demand for payment has been made on Ex-Im Bank, any Security granted in connection with the relevant Credit and the Credit Agreement, and shall be entitled, in Ex-Im Bank’s sole discretion, to pursue collection for Ex-Im Bank’s own account of all amounts due or to become due on or under such Notes, the Credit Agreement, and such Security; (b) thereafter, the Agent and the Lenders, with respect to such Notes, the Credit Agreement, and such Security, shall be entitled only to payments from Ex-Im Bank made in accordance with this Agreement and (c) the Agent and each Lender shall be entitled to exercise all of their legal rights and remedies in respect of each of their right, title and interest in the relevant Indemnity Agreement except that all payments received by the Agent shall be made in accordance with Section 9.05
Rights After Payment by Ex-Im Bank. Upon the first payment by Ex-Im Bank under Section 8.05(a) with respect to any Credit, but prior to any payment by Ex-Im Bank after it has made the election for a Full Assignment: (a) Ex-Im Bank, by virtue of the assignments made pursuant to Section 8.03(a), shall (i) acquire all right, title and interest of the Lender and the Noteholders, respectively, in and to all sums of money due or to become due with respect to the unpaid amounts of principal, interest, and/or post-maturity interest due under the Note(s) as to which demand for payment has been made on Ex-Im Bank, and any Security therefor and any Local Currency Deposit, and (ii) be entitled, in Ex-Im Bank’s sole discretion, to pursue collection for Ex-Im Bank’s own account of amounts due or to become due on or under such Notes, the Credit Agreement, any Security therefor, and any such Local Currency Deposit; and (b) The Lender shall be entitled only to the proceeds of any security interest which is not part of the relevant Security until such time as payments by the Borrower received by Ex-Im Bank have fully paid the unpaid amounts of principal, interest, and/or post-maturity interest related to installments due under the Note or the Credit Agreement for which demand has been made upon Ex-Im Bank and with respect to which Ex-Im Bank has made payment.
Rights After Payment by Ex-Im Bank. Upon the first payment by Ex-Im Bank under Section 8.05(a): (a) Ex-Im Bank, by virtue of the assignments made pursuant to Sections 8.03(a), shall acquire all right, title and interest of the Lessor and the Interestholders, respectively, in and to all Lease Supplements executed in connection with such Credit with respect to which demand for payment has been made on Ex-Im Bank, any Security granted in connection with the relevant Credit and the Lease Agreement, and shall be entitled, in Ex-Im Bank's sole discretion, to pursue collection for Ex-Im Bank's own account of all amounts due or to become due on or under such Lease Supplements, the Lease Agreement, and such Security; and (b) thereafter, the Lessor and the Interestholders, with respect to such Lease Supplements, the Lease Agreement, and such Security, shall be entitled only to payments from Ex- Im Bank made in accordance with this Agreement.
Rights After Payment by Ex-Im Bank. Upon the first payment by Ex-Im Bank under Section 8.05(a): (a) Ex-Im Bank, by virtue of the assignments made pursuant to Section 8.03(a), shall acquire all right, title and interest of the Lender and the Debt Holders, respectively, in and to all outstanding Debt Documents issued in connection with such Approved Credit with respect to which demand for payment has been made on Ex-Im Bank, any Security granted in connection with the relevant Approved Credit and Debt Documents, any Other Instrument, and any Local Currency Deposit or Timely Currency Application, and shall be entitled, in Ex-Im Bank’s sole discretion, to pursue collection for Ex-Im Bank’s own account of all amounts due or to become due on or under such Debt Documents, Security, Other Instrument, Local Currency Deposit or Timely Currency Application; and (b) thereafter, the Lender and the Debt Holders, with respect to such Debt Documents, Security, Other Instrument, and Local Currency Deposit or Timely Currency Application shall be entitled only to payments from Ex-Im Bank made in accordance with this Agreement.

Related to Rights After Payment by Ex-Im Bank

  • Assignment by Executive This Agreement shall inure to the benefit of and be enforceable by the Executive's executor and/or administrators, heirs, devisees, and legatees. If the Executive should die while any amount would be payable to Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's estate. Executive's rights hereunder shall not otherwise be assignable.

  • No Assignment by Executive Executive warrants and represents that no portion of any of the matters released herein, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to any other person, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand or suit should be made or instituted against the Company or any other Releasee because of any actual assignment, subrogation or transfer by Executive, Executive agrees to indemnify and hold harmless the Company and all other Releasees against such claim, action, suit or demand, including necessary expenses of investigation, attorneys’ fees and costs. In the event of Executive’s death, this Agreement shall inure to the benefit of Executive and Executive’s executors, administrators, heirs, distributees, devisees, and legatees. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only upon Executive’s death by will or operation of law.

  • Acknowledgment by Executive The Executive acknowledges and confirms that (a) the restrictive covenants contained in this Article 6 are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained in this Article 6 (including without limitation the length of the term of the provisions of this Article 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article 6. The Executive further acknowledges that the restrictions contained in this Article 6 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns.

  • Acknowledgments by Executive Executive acknowledges and agrees that: (a) the services to be performed by Executive under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the Company competes with other businesses that are or could be located in any part of the United States; and (c) the provisions of this Section 19 are reasonable and necessary to protect the Company’s business and lawful protectable interests, and do not impair Executive’s ability to earn a living.

  • Release by Executive (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

  • Representations by Executive Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

  • Assistance by Executive During the period of Executive’s employment by Company and thereafter, Executive shall assist Company and its nominee, at any time, in the protection of Company’s (or its affiliates’) worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • Reimbursement by Xxxxxxx To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

  • Covenants by Executive 5.1 As of the Effective Date, Executive is a party to the Proprietary Information and Additional Covenants Agreement between Executive and Forge (the “PICA”). Subject to § 5.9 below, Executive shall comply with all applicable terms and conditions of the PICA throughout the Term hereof, and hereby agrees to execute and comply with any amendments to or updated versions of the PICA that Forge may require of its officers and employees from time to time. Future amendments or updated versions will be automatically incorporated into this Employment Agreement upon execution thereof and will revise or replace the previous PICA, each such amended or new version of the PICA subject to § 5.9 below, and all references to “PICA” in this Employment Agreement will be interpreted as referring to the then-current version of the PICA executed by the Executive; provided, however, references to “PICA” in § 4.2(c)(4) shall refer to the PICA in effect on the date hereof or any subsequent form of the PICA which Executive explicitly agrees to incorporate into § 4.2(c)(4). Capitalized terms used in this § 5 but not defined in this Employment Agreement will have the meaning provided in the PICA. If there is a conflict between this § 5 and the PICA, this § 5 will control but only with respect to the conflicting provisions and to the extent necessary to resolve the conflict. 5.2 Except as otherwise set forth below, Executive will be subject to a “Restricted Period” beginning on the effective date of the termination or expiration of this Employment Agreement and continuing for 18 months thereafter (or, in the case of Section 5.5, for a period of 12 months thereafter). For purposes of §§ 5.3-5.5 below, Forge expressly includes its successors and assigns, direct and indirect subsidiaries, or any other entity or person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, Forge. For the avoidance of doubt, the Restricted Period shall not apply for purposes of §§ 5.4‑5.5, below, if Executive resigns other than for Good Reason (excluding, however, terminations where the Board concludes that grounds for Cause exists).

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