Notification to Account Debtors The Lender shall have the right at any time (whether or not an Event of Default has occurred) to notify any of the Borrower's Account Debtors to make payment directly to the Lender and to collect all amounts due on account of the Collateral.
Xxxxxxxxx Payments The Company shall pay Executive cash benefits equal to:
Exxxxxx Money Buyer shall, within two business days after the Effective Date, deposit with the Escrow Company, as escrow agent, the sum of $250,000, as exxxxxx money (said amount being referred to herein as the “Initial Exxxxxx Money”, and, together with (i) the “Additional Exxxxxx Money” deposit described below, and (ii) the Extension Deposit (as defined in Section 4.1 below), and all interest accruing thereon, being herein referred to collectively as the “Exxxxxx Money”), which shall be in the form of a wire transfer of immediately available funds. Provided that Buyer has not terminated this Agreement pursuant to Section 3.2 below, within two business days after the Due Diligence Expiration Date, Buyer shall increase the Exxxxxx Money to $400,000 by depositing with the Escrow Company an additional $150,000 by wire transfer of immediately available funds (the “Additional Exxxxxx Money”). Upon expiration of the Due Diligence Period, all of the Exxxxxx Money shall become fully non-refundable and payable to Seller, except as otherwise expressly provided herein. The Exxxxxx Money shall be held and disbursed by the Escrow Company pursuant to the escrow agreement in the form of Exhibit J attached hereto (the "Escrow Agreement"), which the parties have executed and delivered simultaneously with the execution and delivery of this Agreement. The Exxxxxx Money shall be invested as provided in said Escrow Agreement, with all interest accruing thereon being deemed part of the Exxxxxx Money for all purposes hereunder. In the event Buyer fails to deliver any portion of the Exxxxxx Money within the time provided in this Agreement, Seller may, prior to Buyer’s deposit of such portion of the Exxxxxx Money with the Escrow Company, at Seller’s option and without limiting any of its other rights or remedies, terminate this Agreement by written notice to Buyer, whereupon any portion of the Exxxxxx Money previously delivered to Escrow Company shall be immediately delivered to Seller, this Agreement shall terminate, and the parties hereto shall have no further obligations to the other except for the Termination Surviving Obligations. If the sale hereunder is consummated in accordance with the terms hereof, the Exxxxxx Money shall be paid to Seller and applied to the Purchase Price to be paid by Buyer at the Closing. In all other instances, the Exxxxxx Money shall be paid to Seller or Buyer as provided in other provisions of this Agreement.
Claims If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.
Indemnity for Government Obligations The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.
Xxxxxxx Money Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.
Direction to Account Debtors; Contracting Parties; etc Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to the Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.
No set-off or counterclaim All payments made by an Obligor under the Finance Documents must be made without set-off or counterclaim.
Litigation and Government Claims There is no pending suit, claim, action or litigation or administrative, arbitration or other proceeding or governmental investigation or inquiry against OSI or Outback which would, severally or in the aggregate, have a material adverse effect on the business, results of operations, assets or the condition, financial or otherwise, of OSI and its subsidiaries, taken as a whole. There are no such proceedings threatened or, to the knowledge of OSI or Outback, contemplated or any unasserted claims (whether or not the potential claimant may be aware of the claim), which might, severally or in the aggregate have a material adverse effect on the business, results of operations, assets or the condition, financial or otherwise, of OSI and its subsidiaries, taken as a whole.
Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances Each Guarantor’s obligations under this Section 13 shall remain in full force and effect until the Commitments are terminated, all Letters of Credit have expired, and the principal of and interest on the Loans and all other amounts payable by the Borrower and the Guarantors under this Agreement and all other Loan Documents and, if then outstanding and unpaid, all Hedging Liability and Bank Product Obligations have been paid in full. If at any time any payment of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by the Borrower or other obligor or any Guarantor under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or other obligor or of any guarantor, or otherwise, each Guarantor’s obligations under this Section 13 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.
