Cross-Acceleration (i) The Company or any Material Subsidiary (A) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than in respect of Swap Contracts), having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, or (B) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, if the effect of such failure, event or condition under the preceding clauses (A) or (B) is to cause such Indebtedness to be declared or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be required to be made, prior to its stated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2) any Termination Event (as defined in such Swap Contract) as to which the Company or any Subsidiary is an Affected Party (as defined in such Swap Contract), and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $10,000,000; or
Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).
Acceleration of the Obligations Upon or at any time after the occurrence and during the continuance of an Event of Default, (i) the Revolving Loan Commitments shall, at the option of Agent or Majority Lenders be terminated and/or (ii) Agent or Majority Lenders may declare all or any portion of the Obligations at once due and payable without presentment, demand protest or further notice by Agent or any Lender, and Borrowers shall forthwith pay to Agent, the full amount of such Obligations, provided, that upon the occurrence of an Event of Default specified in subsection 10.1.8 hereof, the Revolving Loan Commitments shall automatically be terminated and all of the Obligations shall become automatically due and payable, in each case without declaration, notice or demand by Agent or any Lender.
Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.
ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities
Corporate Obligations To the extent permitted by law, no recourse under any obligation, covenant, or agreement of any person contained in this Agreement shall be had against any shareholder, officer or director of such person as such, by the enforcement of any assessment or by any legal proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of each person expressed to be a party hereto and no personal liability shall attach to or be incurred by the shareholders, officers, agents or directors of such person as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such person contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person of any of such obligations, covenants or agreements, either under any applicable law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and consideration for the execution of this Agreement.
INTEREST ON PAST-DUE OBLIGATIONS Except as expressly herein provided, any amount due to Lessor not paid when due shall bear interest at the maximum rate then allowable by law from the date due. Payment of such interest shall not excuse or cure any default by Lessee under this Lease, provided, however, that interest shall not be payable on late charges incurred by Lessee nor on any amounts upon which late charges are paid by Lessee.
Actions in Respect of the Letters of Credit upon Default If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.
Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.
Events of Default Acceleration Etc 105 §12.1 Events of Default and Acceleration 105 §12.2 Limitation of Cure Periods 107 §12.3 Termination of Commitments 108 §12.4 Remedies 108 §12.5 Distribution of Collateral Proceeds 108 §13. SETOFF 000 §00. THE AGENT 110 §14.1 Authorization 110 §14.2 Employees and Agents 110 §14.3 No Liability 111 §14.4 No Representations 111 §14.5 Payments 112 §14.6 Holders of Notes 113 §14.7 Indemnity 113 §14.8 Agent as Lender 114 §14.9 Resignation 114 §14.10 Duties in the Case of Enforcement 115 §14.11 Request for Agent Action 115 §14.12 Removal of Agent 115 §14.13 Bankruptcy 000 §00. EXPENSES 116 §16. INDEMNIFICATION 117 §17. SURVIVAL OF COVENANTS, ETC 118 §18. ASSIGNMENT AND PARTICIPATION 118 §18.1 Conditions to Assignment by Lenders 118 §18.2 Register 120 §18.3 New Notes 120 §18.4 Participations 121 §18.5 Pledge by Lender 121 §18.6 No Assignment by Borrower 121 §18.7 Cooperation; Disclosure 121 §18.8 Mandatory Assignment 122 §18.9 Co-Agents 123 §18.10 Treatment of Certain Information; Confidentiality 123 §18.11 Withholding Tax 123 §19. NOTICES 125 §20. RELATIONSHIP 000 §00. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE 127 §22. HEADINGS 000 §00. COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION 128 §24. ENTIRE AGREEMENT, ETC. 000 §00. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS 000 §00. DEALINGS WITH THE BORROWER 129 §27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 000 §00. SEVERABILITY 132 §29. NO UNWRITTEN AGREEMENTS 000 §00. ACKNOWLEDGMENT OF INDEMNITY OBLIGATIONS 000 §00. REPLACEMENT OF NOTES 000 §00. TIME IS OF THE ESSENCE 000 §00. RIGHTS OF THIRD PARTIES 000 §00. GUARANTY 133 §34.1 The Guaranty 133 §34.2 Obligations Unconditional 134 §34.3 Reinstatement 135 §34.4 Certain Waivers 135 §34.5 Remedies 135
