(v) Sample Clauses

(v). If a Lender fails to provide Evidence of No Withholding as required pursuant to this Section 2.2.9(v), then (i) the Borrower (or the Administrative Agent) shall be entitled to deduct or withhold from payments to Administrative Agent or such Lender as a result of such failure, as required by law, and (ii) the Borrower shall not be required to make payments of additional amounts with respect to such withheld Taxes pursuant to Section 2.2.9(i) to the extent such withholding is required solely by reason of the failure of such Lender to provide the necessary Evidence of No Withholding. A Foreign Lender shall not be required to deliver any form or statement pursuant to Section 2.2.9(v) that such foreign Lender is not legally able to deliver.

(v). Section 6.2(v) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(v). Section 7.1.1(v) of the Credit Agreement is hereby amended by deleting the phrase “prior to December 31, 2015.”

(v). The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of its LC Exposure, to be applied pursuant to Section 10.10(d). If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender).

(v). Upon the occurrence and during the continuance of any Default or Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Company or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.9.(b)(v).

(v). The Borrower further represents and warrants that it is a consolidated subsidiary of NCR under generally accepted accounting principles.

(v). The following is a true and complete list of all Intellectual Property registered or owned by the Corporation and the Subsidiary: PATENTS AND PATENT APPLICATIONS Encryption Messaging System 05/13/2012 13/470,345 09/16/2015 8,837,739 Secure Transport Protocol Encryption Messaging System 08/21/2015 14/465,771 - - TRADEMARKS AND TRADEMARK APPLICATIONS IDENTILLECT U.S. 09/06/2011 85/300,592 02/17/2015 4,688,943 Int’l. Class 009: Computer programs for data communications applications, and for the encryption and authentication of electronic information IDENTILLECT U.S. 09/06/2011 85/300,595 02/19/2013 4,292,909 Int’l. Class 042: Computer services, namely, providing information concerning the encryption and authentication of electronic data via the Internet; updating and maintenance of computer software for others. DELIVERY TRUST U.S. 11/03/2013 86/108,903 - - Int’l. Class 009: Computer programs for data communications applications and for the encryption and authentication of electronic information U.S. 11/14/2014 86/456,293 - - Int’l. Class 009: Computer programs for data communications applications, and for the encryption and authentication of electronic information IDENTILLECT India 09/21/2015 3061010 - - Int’l. Class 009: Computer programs for data communications applications, and for the encryption and authentication of electronic information Int’l. Class 042: Computer services, namely, providing information concerning the encryption and authentication of electronic data via the Internet; updating and maintenance of computer software for others DELIVERY TRUST India 09/21/2015 3061011 - - Int’l. Class 009: Computer programs for data communications applications, and for the encryption and authentication of electronic information Int’l. Class 042: Computer services, namely, providing information concerning the encryption and authentication of electronic data via the Internet; updating and maintenance of computer software for others UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) MAY [•], 2016 AND (ii) THE DATE THE ISSUER BECOMES THIS CERTIFIES that, for value received, ◆ (the “Holder”) is the registered holder of ◆ Agent’s options (the “Agent’s Options”). Subject to the terms and conditions set forth in this certificate or by a replacement certificate (in either case this “Agent’s Option Certificate”), each Agent’s Option shall entitle the Ho...

(v). The Parties covenant and agree that in relation to a contemplated termination by the Companies of the Material Contracts set out under Article 8.1(v), the Purchaser will enter into discussions with the Seller in order to discuss (the approach of) such termination. If so requested by the Purchaser, the Seller will provide the Purchaser with the required assistance regarding the termination of the Material Contracts. The Purchaser shall endeavor to minimize the payments to be made in relation to such termination. The Purchaser will not require the (prior) approval of the Seller for the termination of these Material Contracts.

(v). In the event that any Time Vesting Units remain outstanding and eligible to vest as a result of a Change in Control Lookback, such Time Vesting Units shall be subject to forfeiture pursuant to Section 2.3(a)(iv).”]4