Assignor Obligations definition

Assignor Obligations means, collectively, (a) the obligation of Assignor to pay to Landlord the Base Rent payable under the Lease for the period from the Assignment Date through December 31, 2020, as more particularly described in Section 3.1 of this Agreement below, (b) the obligation of Assignor to pay Tenant's Share of Direct Expenses to Landlord for the period from the Assignment Date through December 31, 2020, at the times and in the manner Base Rent and Tenant's Share of Direct Expenses are required to be paid pursuant to the terms of the Lease, subject to reimbursement by Assignee of such Base Rent and Tenant's Share of Direct Expenses as described in Section 3.1 below.
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Assignor Obligations as used herein shall mean and include all debts, liabilities and obligations owing by Assignor to any Lender arising under, out of, or in connection with the Analytica Guaranty (and any documents entered into in connection therewith, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”), and in connection with any documents, instruments or agreements relating to or executed in connection with the Documents or any documents, instruments or agreements referred to therein or otherwise, and in connection with any other indebtedness, obligations or liabilities of Assignor to any Creditor Party, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise, including, without limitation, obligations and liabilities of Assignor for post-petition interest, fees, costs and charges that accrue after the commencement of any case by or against Assignor under any bankruptcy, insolvency, reorganization or like proceeding (collectively, the “Debtor Relief Laws”) in each case, irrespective of the genuineness, validity, regularity or enforceability of such Assignor Obligations, or of any instrument evidencing any of the Assignor Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of the Assignor Obligations in any case commenced by or against Assignor under any Debtor Relief Law.
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Assignor Obligations means, collectively, all covenants, agreements, terms, conditions and other obligations to be performed and observed by the Assignor under the Sale and Assignment Agreement as such covenants, agreements, terms, conditions and other obligations arise in connection with or otherwise relate in any way to the Loans and related Transferred Assets, and shall include without limitation the due and punctual payment when due of all sums that are or may become owing by the Assignor under the Sale and Assignment Agreement in connection with the Loans or Transferred Assets, whether in respect of fees, expenses (including counsel fees), taxes, indemnified amounts or otherwise, which obligations should include without limitation the Defective Loan Obligations.
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Examples of Assignor Obligations in a sentence

  • Assignor, upon demand, shall reimburse Assignee for any reasonable expenses incurred by Assignee (including reasonable attorneys’ fees) pursuant to, or in connection with, performance of any Assignor Obligations by Assignee, together, in either case, with interest thereon, at the Default Rate, from the date that such expenses were incurred by Assignee to the date that the same are reimbursed to Assignee by Assignor.

  • After such additional cure period has expired, Assignee shall have the right to perform any activities necessary or reasonable to cure such breach or default in the performance of the Assignor Obligations.

  • The parties acknowledge and agree that the Assignee L-C shall be held by Assignor as security for the repayment of the amounts paid by Assignor as part of the Assignor Obligations.

  • Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) incurred by Assignee as a result of Assignor's failure to perform the Assignor Obligations.

  • Within thirty (30) days of receipt of an order or notice issued by a party to the Development Agreement of breach or default in the performance of the Assignor Obligations, Assignor shall commence cure of such breach or default and shall diligently prosecute such cure to completion.

  • Within thirty (30) days of receipt of an order or notice issued by the Association or any “Member” (as defined in the Management Agreement) of breach or default in the performance of the Assignor Obligations, Assignor shall commence cure of such breach or default and shall diligently prosecute such cure to completion.

  • Notwithstanding the provisions of Sections 1 and 2 above, Assignee and Assignor expressly agree that: (a) the Assignor Obligations do not include the POPLP Retained Obligations (as such term is defined in the Contribution Agreement); (b) pursuant to the Contribution Agreement, POPLP has retained responsibility for the POPLP Retained Obligations; and (c) pursuant to the Company LP Agreement, PKY/GP and PKY/LP have agreed to be responsible for any of the POPLP Retained Obligations not paid by POPLP.

  • Except as otherwise expressly set forth in the Contribution Agreement, Assignee will indemnify, defend and hold Assignor harmless from and against any and all losses, costs, damages, liabilities and expenses of any kind or nature whatsoever (including without limitation attorney’s fees) paid or incurred by Assignor that in any way arise from, out of or are connected with (a) the Assignor Obligations and (b) the enforcement by Assignor of Assignee’s indemnification obligations hereunder.

  • Wyndham Destinations hereby guarantees to the Depositor, the Series 2008-A Issuer, the Series 2008-A Trustee, the trustee under any Exchange Notes Indenture and the Collateral Agent on behalf of all holders of Series 2008-A Notes and any Exchange Notes the full and punctual payment and performance of the Assignor Obligations.

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Related to Assignor Obligations

  • Guarantor Obligations with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

  • Loan Obligations means (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.

  • Senior Obligations is defined in Section 5.1 of this Agreement.

  • Junior Obligations means the Junior Obligations of the Guarantor and the Junior Obligations of the Issuer;

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Guarantied Obligations and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Collateral Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Amended Agreement and the Notes. Each Credit Support Party acknowledges and agrees that any of the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than the Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Junior Obligation means the Shares, and any other class of the Issuer’s share capital and any instrument or other obligation (including without limitation any preference shares) issued or guaranteed by the Issuer that ranks or is expressed to rank junior to the Capital Securities by operation of law or contract.

  • Related Secured Obligations means, as of any date, the outstanding principal amount of the Related Equipment Notes issued under each Related Indenture, the accrued and unpaid interest (including, to the extent permitted by applicable law, post-petition interest and interest on any overdue amounts) due thereon in accordance with such Related Indenture as of such date, the Related Make-Whole Amount, if any, with respect thereto due thereon in accordance with such Related Indenture as of such date, and any other amounts payable as of such date under the “Operative Documents” (as defined in each Related Indenture).

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • Specified Obligations means Obligations consisting of the principal and interest on Loans, reimbursement obligations in respect of LC Disbursements and fees.

  • Term Loan Obligations means the “Obligations” as defined in the Term Loan Credit Agreement.

  • L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

  • Note Obligations means the Notes, the Guarantees and all other obligations of any obligor under this Indenture, the Notes, the Guarantees and the Security Documents.

  • Notes Obligations means Obligations in respect of the Notes, the Guarantees and this Indenture.

  • Borrower Obligations the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Hedge Agreement referred to below, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit or any Hedge Agreement entered into by the Borrower with any Lender (or any Affiliate of any Lender) or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

  • Term Obligations shall have the meaning assigned that term in the Intercreditor Agreement.

  • Senior Secured Obligations means (a) with respect to the Revolving Facility Obligations (to the extent such Obligations are secured by the Noteholder First Lien Collateral), the Noteholder Obligations, and (b) with respect to Noteholder Obligations (to the extent such Obligations are secured by the Revolving Facility First Lien Collateral), the Revolving Facility Obligations.

  • Canadian Obligations means the Obligations owing by the Canadian Borrower.

  • U.S. Obligations means non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged.

  • Original Obligations means the “Obligations” as defined in the Original Credit Agreement.

  • Finance Obligations means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of a Loan Party permitted hereunder owed or owing to any Swap Creditor and (iii) all Cash Management Obligations.

  • Secured Obligations shall have the meaning assigned in Section 3.1.

  • Subordinate Obligations means, collectively, the Subordinate Notes and any Other Subordinate Obligations.

  • Guaranty Obligation means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement relating thereto will be complied with or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.