Turnover obligations Sample Clauses

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a Pari Passu Note Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (a) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (b) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Pari Passu Noteholders for which it is the Creditor Representative in accordance with the provisions of the relevant Pari Passu Note Indenture. For the purpose of this Clause 24.5, (i) ”actual knowledge” of the Pari Passu Note Trustee shall be construed to mean the Pari Passu Note Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of such Pari Passu Note Trustee has received, not less than two Business Daysprior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) ”responsible officer” when used in relation to the Pari Passu Note Trustee means any person who is an officer within the corporate trust and agency department of the Pari Passu Note Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Pari Passu Note Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.
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Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, the Junior Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing Documents. For the purpose of this Clause 16.32, (i) “actual knowledge” of the Junior Trustee shall be construed to mean the Junior Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior Trustee has received, not less than two Business Daysprior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Trustee means any person who is an officer within the corporate trust and agency department of the Junior Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Junior Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.
Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a Pari Passu Bond Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it:
Turnover obligations. If the Crown receives any payment in cash or in kind or recovers any amount (including by way of set off) in excess of its entitlement under any Project Document following enforcement by the Security Trustee of any Security Document, the Crown shall, on demand, pay the amount of the receipt to the Security Trustee for distribution in accordance with the Security Documents.
Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a HY Noteholders Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a "Turnover Receipt") and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the HY Noteholders in accordance with the provisions of the relevant HY Notes Indenture.
Turnover obligations. If at any time after an Enforcement Date:
Turnover obligations 
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Related to Turnover obligations

  • Customer Obligations Customer shall:

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Purchaser Obligations Section 7.1Pursuit of State Regulatory Approval . Purchaser shall use Commercially Reasonable Efforts to make an initial filing for State Regulatory Approval no later than twenty (20) Business Days after the Signing Date (the “State Regulatory Target Filing Date”). Seller shall act diligently and cooperate with Purchaser’s efforts to seek State Regulatory Approval and promptly provide any information, including the filing of testimony, reasonably requested by Purchaser or required for State Regulatory Approval and/or any regulatory proceedings or litigation that may arise relating to the State Regulatory Approval. As part of such cooperation, Seller shall file on or prior to the State Regulatory Target Filing Date an application for declination of jurisdiction with the State Regulatory Agency in connection with the Transactions. Nothing in this Agreement shall require Purchaser to accept any condition to, limitation on, or other requirement concerning the State Regulatory Approval that, in Purchaser’s sole discretion, is unacceptable to Purchaser. Nothing in this Agreement shall require Seller to accept any condition to, limitation on, or other requirement concerning the declination of jurisdiction from the State Regulatory Authority that, in Seller’s sole discretion, is unacceptable to Seller.

  • Perform Obligations To perform promptly all of the obligations of Tenant set forth in this Lease; and to pay when due the Fixed Rent and Additional Rent and all charges, rates and other sums which by the terms of this Lease are to be paid by Tenant.

  • 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.

  • Holder Obligations No holder of Registrable Securities may participate in any underwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell only such holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by or under the terms of any underwriting agreement or as reasonably requested by the Company.

  • Lender Obligations Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

  • No Lender Obligations (a) Notwithstanding the provisions of Subsections 1.1(h) and (n) or Section 1.2, Lender is not undertaking the performance of (i) any obligations under the Leases; or (ii) any obligations with respect to such agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents.

  • Parties’ Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

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