Without prejudice to Section 10 Sample Clauses

Without prejudice to Section 10. 20, a Dutch Law Credit Party may not repay or prepay its Parallel Debt unless directed to do so by the Administrative Agent or the Lien under the relevant Collateral Document is enforced by the Administrative Agent. 155
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Without prejudice to Section 10. 12, the Indemnifying Party will pay any amounts due to the Indemnified Party through wire transfer of immediately available funds to the bank account designated by such Indemnified Party, such wire transfer to be effected within 5 (five) Business Days from the date in which the relevant indemnity has become due and payable based on the provisions of this Agreement. 10.12 All Losses payable to the Buyer (in its capacity as the Indemnified Party) pursuant to this Article 10 shall be paid first from the then-available funds (if any) under the Letter of Credit; provided that the right of the Buyer (in its capacity as the Indemnified Party) to recover for Losses shall not be limited to the remaining amount (if any) under the Letter of Credit, and the Sellers shall be responsible for paying to the Buyer or its designee (as applicable) any amounts by which such Losses exceed the amount available to be drawn under the Letter of Credit, subject to the limitations set forth elsewhere in this Article 10. 10.13 Notwithstanding anything elsewhere in this Agreement to the contrary (including the limitations on the indemnification obligations of the Sellers set forth elsewhere in this Article 10), after completion of the Closing, the Sellers (each according to the Aggregate Price Allocation and therefore severally and not jointly amongst them) shall indemnify and hold the Buyer and its Affiliates (including the Group Companies and Gripper Co-Investors) harmless from and against (i) any and all Losses suffered by Buyer or any of its Affiliates (including Gripper Co-Investors) as a result of or in connection with (A) any breach or inaccuracy in the Warranties made by the Sellers in Section 8.7, (B) any liability of any nature whatsoever of Gripper Co-Investors arising from any fact, event or matter which occurred or existed prior to the Closing, other than the outstanding amount of EUR 100,000 under the Gripper Intercompany Loans; (ii) the reasonable out-of-pocket costs and expenses incurred by the Buyer or any of its Affiliates (including any Taxes incurred, any notary or filing fees and reasonable attorneys’ fees) in connection with merging Gripper Co-Investors with the Buyer following the Closing or, alternatively, in connection with the liquidation or winding up of Gripper Co-Investors following the Closing (to the extent not included in (and without duplication of) the calculation of Transaction Expenses) (the costs and expenses referred to in this clause (ii), the Gr...
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Without prejudice to Section 10. 3, Vizzavi may terminate this Agreement for convenience at any time upon written notice to e-centives provided that if such termination shall take effect:
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Without prejudice to Section 10. 12, the Indemnifying Party will pay any amounts due to the Indemnified Party through wire transfer of immediately available funds to the bank account designated by such Indemnified Party, such wire transfer to be effected within 5 (five) Business Days from the date in which the relevant indemnity has become due and payable based on the provisions of this Agreement.
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Related to Without prejudice to Section 10

  • Waiver of Jury Trial Right EACH OF THE ESCROW AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

  • Amendment to Section 10 6.4. Section 10.6.4 of the Credit Agreement is amended in its entirety to read as follows:

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2017-3) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2017-3) Notes.

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Amendment to Section 6 11. Section 6.11 is hereby amended in its entirety to read as follows:

  • Pursuant to Section 9 02 of the ------------ ------------------------- Existing Indenture, Section 4.09 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

  • Covenants Relating to Rule 144 For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Securities Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder. If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required, from time to time, to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual and quarterly report(s) of the Company, and such other reports, documents or stockholder communications of the Company, and take such further actions consistent with this Section 8(a), as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such Registrable Securities without registration.

  • Amendment to Section 13 Section 13 of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Merger Agreement, (ii) the execution and delivery of the Tender and Support Agreement, (iii) the consummation of the Offer, (iv) the consummation of the Merger, and (v) the consummation of the other transactions contemplated in the Merger Agreement shall not be deemed to be a Section 13 Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 13.”

  • Pursuant to Section 5 10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

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