Miscellaneous Obligations definition

Miscellaneous Obligations means (a) the due and punctual payment and performance of all obligations of the Company or any Subsidiary (other than GEBV or a GEBV Subsidiary) under each Swap Agreement that shall at any time have been specified in a written notice (which may only be revoked with the consent of the counterparty to such Swap Agreement) to the Administrative Agent from the Company as being included in the Obligations, if such Swap Agreement (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender under the Credit Agreement as in effect on the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Lender or an Affiliate of a Lender under the Credit Agreement at the time such Swap Agreement was entered into, (b) the due and punctual payment and performance of all obligations of the Company or any Subsidiary (other than GEBV or a GEBV Subsidiary) arising out of or in connection with cash management or similar services that shall at any time have been specified in a written notice (which may only be revoked with the consent of the counterparty to such cash management or similar services) to the Administrative Agent from the Company as being included in the Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such written notice, and (c) solely to the extent then permitted under each U.S. Credit Agreement, the due and punctual payment and performance of all obligations of the Company or any Subsidiary (other than GEBV or a GEBV Subsidiary) arising out of or in connection with bilateral letters of credit that shall at any time have been specified in a written notice (which may only be revoked with the consent of the issuing bank with respect to such letters of credit) to the Administrative Agent from the Company as being included in the Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such written notice; provided that the aggregate amount of such obligations under this clause (c) to be included as Miscellaneous Obligations shall at no time exceed $100,000,000 (and if in excess thereof, shall be reduced on a ratable basis in order to comply with the foregoing limitation).
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Miscellaneous Obligations means (a) the due and punctual payment and performance of all obligations of the Company or any Subsidiary (other than the J.V. or a J.V. Subsidiary) under each Swap Agreement that shall at any time have been specified in an irrevocable written notice to the Administrative Agent from the Company as being included in the Obligations, if such Swap Agreement (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender immediately prior to the effectiveness of the Credit Agreement as of the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into, (b) the due and punctual payment and performance of all obligations of the Company or any Subsidiary (other than the JV or a JV Subsidiary) arising out of or in connection with cash management or similar services that shall at any time have been designated in an irrevocable written notice to the Administrative Agent from the Company as being included in the Miscellaneous Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such designation, and (c) the US Miscellaneous Obligations.
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Miscellaneous Obligations is hereby amended and restated in its entirety as follows:
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Examples of Miscellaneous Obligations in a sentence

  • The FINANCED PARTY, within the meaning and for the purposes of Article 1341 of the Civil Code, declares that it specifically approves the clauses contained under Letters C (Early Repayments), E (Miscellaneous Obligations), F (Joint and Several Liability), G (Expiration of the Benefit of the Term and Cancellation of the Agreement), I (Significance of Bank Books and Records), and L (Jurisdiction).

  • I-15 SECTION 8.3. Miscellaneous Obligations...................................

  • For purposes of clause THIRD above, the Lien of any US Facilities Mortgage, insofar as it secures the Swiss Franc Obligations, will, to the maximum extent permitted under the Swiss Franc Bond Agreement, be deemed to be of a lower priority than the Lien of such US Facilities Mortgage insofar as it secures the US Facilities Obligations, the US Miscellaneous Obligations and the ABL Facilities Obligations.

  • Agreement To Pay; Subrogation 11 ARTICLE III Continuation of Liens Securing US Miscellaneous Obligations ARTICLE IV Pledge of Securities SECTION 4.01.

  • For purposes of clause THIRD above, the Lien of any US Facilities Mortgage, insofar as it secures the Swiss Franc Obligations, will, to the maximum extent permitted under the Swiss Franc Bond Agreement, be deemed to be of a lower priority than the Lien of such US Facilities Mortgage insofar as it secures the US Facilities Obligations and the US Miscellaneous Obligations.

  • Buyer will not assume or undertake to perform or pay any other debt, liability or obligation of Seller of any kind whatsoever except for the Miscellaneous Obligations (as hereinafter defined).

  • Agreement To Pay; Subrogation 10 ARTICLE III Continuation of Liens Securing US Miscellaneous Obligations ARTICLE IV Pledge of Securities SECTION 4.01.


More Definitions of Miscellaneous Obligations

Miscellaneous Obligations means Obligations referred to in clauses (c) and (d) of the definitions of ABT Obligations and German Obligations in the Credit Agreement."
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Miscellaneous Obligations means Obligations referred to in clauses (c) and (d) of the definitions of ABT Obligations and GDTG/Term Obligations in the Credit Agreement.
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Miscellaneous Obligations means (a) the due and punctual payment and performance of all obligations of the Company or any Subsidiary (other than GDTE or a GDTE Subsidiary) under each Swap Agreement that shall at any time have been specified in a written notice (which may only be revoked with the consent of the counterparty to such Swap Agreement) to the Administrative Agent from the Company as being included in the Obligations, if such Swap Agreement (i) shall have been in effect on the Effective Date with a counterparty that shall have been a Lender or an Affiliate of a Lender under the Credit Agreement as in effect on the Effective Date or (ii) shall have been entered into after the Effective Date with any counterparty that shall have been a Lender or an Affiliate of a Lender under the Credit Agreement at the time such Swap Agreement was entered into and (b) the due and punctual payment and performance of all obligations of the Company or any Subsidiary (other than GDTE or a GDTE Subsidiary) arising out of or in connection with cash management or similar services that shall at any time have been specified in a written notice (which may only be revoked with the consent of the counterparty to such cash management or similar services) to the Administrative Agent from the Company as being included in the Obligations and that are provided by a Person that shall have been a Lender or an Affiliate of a Lender at the time of such written notice. “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.
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Related to Miscellaneous Obligations

  • 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.

  • Discharge of Senior Obligations means the date on which the Discharge of Credit Agreement Obligations and the Discharge of each Additional Senior Debt Facility has occurred.

  • Compliance Obligations means obligations of the AMC to comply with: (a) laws or international guidance and internal policies or procedures, (b) any demand or request from authorities or reporting, disclosure or other obligations under laws, and (c) laws requiring us to verify the identity of our customers.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Parallel Obligations means the independent obligations of any of the Grantors arising pursuant to the First Lien Intercreditor Agreement to pay to the Collateral Agent sums equal to the sums owed by such Grantor to the other Secured Parties (or any of them) under the Credit Documents.

  • Discharge of ABL Obligations has the meaning specified in the Intercreditor Agreement.

  • Discharge of Senior Lender Claims means, except to the extent otherwise provided in Section 5.7 below, payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of (a) all Obligations in respect of all outstanding Senior Lender Claims and, with respect to letters of credit or letter of credit guaranties outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the Credit Agreement, in each case after or concurrently with the termination of all commitments to extend credit thereunder and (b) any other Senior Lender Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid; provided that the Discharge of Senior Lender Claims shall not be deemed to have occurred if such payments are made with the proceeds of other Senior Lender Claims that constitute an exchange or replacement for or a refinancing of such Obligations or Senior Lender Claims. In the event the Senior Lender Claims are modified and the Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code, the Senior Lender Claims shall be deemed to be discharged when the final payment is made, in cash, in respect of such indebtedness and any obligations pursuant to such new indebtedness shall have been satisfied.

  • Privacy Obligations means, to the extent applicable to the Company or its Subsidiaries, all (a) applicable Law (including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 and the California Consumer Privacy Act), (b) written policies of the Company or its Subsidiaries, or (c) contractual requirements or obligations, that in each case: (x) pertains to privacy or restrictions or obligations related to the Processing of Personal Data (including any security breach notification requirements) by the Company or its Subsidiaries.

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

  • Discharge of Obligations subject to Section 10.8, the satisfaction of the Obligations (including all such Obligations relating to Cash Management Services) by the payment in full, in cash (or, as applicable, Cash Collateralization in accordance with the terms hereof) of the principal of and interest on or other liabilities relating to each Loan and any previously provided Cash Management Services, all fees and all other expenses or amounts payable under any Loan Document (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made), and other Obligations under or in respect of Specified Swap Agreements and Cash Management Services, to the extent (a) no default or termination event shall have occurred and be continuing thereunder, (b) any such Obligations in respect of Specified Swap Agreements have, if required by any applicable Qualified Counterparties, been Cash Collateralized, (c) no Letter of Credit shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance with the terms hereof), (d) no Obligations in respect of any Cash Management Services are outstanding (or, as applicable, all such outstanding Obligations in respect of Cash Management Services have been Cash Collateralized in accordance with the terms hereof), and (e) the aggregate Commitments of the Lenders are terminated.

  • Program Obligations means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD's official website: (xxxx://xxx.xxx.xxx/offices/adm/hudclips/index.cfm or a successor location to that site)).

  • Discharge of First Lien Obligations shall have the meaning assigned to such term in the Intercreditor Agreement.

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

  • Discharge of Second Lien Obligations means the occurrence of all of the following:

  • L/C Reimbursement Obligation means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Additional Senior Obligations means all indebtedness of the Company whether incurred on or prior to the date of this Indenture or thereafter incurred, for claims in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements; provided, however, that Additional Senior Obligations does not include claims in respect of Senior Debt or Subordinated Debt or obligations which, by their terms, are expressly stated to be not superior in right of payment to the Debentures or to rank pari passu in right of payment with the Debentures. For purposes of this definition, "claim" shall have the meaning assigned thereto in Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

  • Discharge of Term Obligations means the payment in full in cash of all outstanding Term Obligations (other than contingent indemnity obligations with respect to then unasserted claims).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Continuing Obligations means obligations or responsibilities that are reasonably expected to or actually continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

  • Interest Protection Agreement of any Person means any interest rate swap agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates with respect to Indebtedness.