Determination of Amounts of Obligations Sample Clauses

The "Determination of Amounts of Obligations" clause defines the method and criteria for calculating the specific sums owed by one party to another under the agreement. Typically, this clause outlines the formulas, reference points, or procedures to be used in quantifying obligations such as payments, reimbursements, or damages, and may specify who is responsible for making these calculations. By establishing a clear process for determining amounts, the clause helps prevent disputes and ensures both parties understand how financial responsibilities are assessed and fulfilled.
Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Creditor (with respect to the Obligations owed to such Creditor); provided, however, that if, notwithstanding the request of the Collateral Agent, any Creditor shall fail or refuse within ten business days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Actionable Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its commercially reasonable discretion, determine, including by reliance upon a certificate of the Company but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any others; provided, further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor of such determination and thereafter shall correct any error that such Creditor brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company or any Subsidiary, any Creditor or any other person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.
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Determination of Amounts of Obligations. Each Lender will maintain at its principal business office a register for the recordation of the principal amount of Obligations owing to such Lender from time to time. Upon any request by any other Lender therefor, each Lender shall deliver to each other Lender a certificate, dated the date of delivery thereof, signed by such Lender, as to (a) the identity of such Lender, (b) the principal amount of Obligations then outstanding held by such Lender, (c) in the case of any such certificate being delivered in contemplation of the application of amounts pursuant to Section 3.2 hereof, the amount of interest owing to such Lender and any other amounts in respect of Obligations owing to such Lender (in the case of any such other amounts, accompanied by appropriate evidence thereof) and (d) in the event any of the Obligations shall have become or been declared to be due and payable, the principal amount then owing to such Lender. If requested by any other Lender, the Borrower shall verify any information provided any Lender pursuant to the immediately preceding sentence. For the purposes of determining the amount of Obligations held by any Lender, absent knowledge to the contrary, each Lender shall be entitled to rely on certifications received by it from the other Lenders for such purpose in accordance with the foregoing (in each case, which certificates shall be given substantially contemporaneously with the action being taken); provided, that in the absence of a Lender’s receipt of any certification requested by it pursuant to this sentence, such Lender shall be entitled to take such action if such Lender shall have sufficient knowledge to make any determination required to be made in connection with such action.
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Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Secured Obligations or any portion thereof, or the existence of any Enforcement Event for any purposes of this Agreement, it shall be entitled to make such determination on the basis of the Certificates Regarding Obligations, Notices of Enforcement Event, notices rescinding Notices of Enforcement Event, and other notices and certificates delivered to it by the Secured Creditors. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company, the other Credit Parties, any Secured Creditor or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.
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Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or the existence of any Event of Default for any purposes of this Agreement, it shall request written certification of such existence or amount from the Revolving Loan Administrative Agent or the Term Loan Administrative Agent, as applicable, and shall be entitled to make such determination on the basis of such certification; provided, however, that if, notwithstanding the request of the Collateral Agent, the Revolving Loan Administrative Agent or the Term Loan Administrative Agent, as applicable, shall fail or refuse reasonably promptly to certify as to the existence or amount of any Obligation or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower, any holder of any Obligation or any other person as a result of such determination or any action taken pursuant thereto.
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Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Secured Party (with respect to the Obligations owed to such Secured Party); provided, however, that if, notwithstanding the request of the Collateral Agent, any Secured Party shall fail or refuse within ten Business Days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its reasonable discretion, determine, including by reliance upon a certificate of the Company; provided further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Secured Party of such determination and thereafter shall correct any error that such Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Credit Parties or its Subsidiaries, any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.
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Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Outstanding Obligations or Voting Obligations or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any Participating Creditor (with respect to the Obligations owed to such Participating Creditor) or the Agent (with respect to the Obligations owed to the Bank Creditors, or any of them); provided, however, that if, notwithstanding the request of the Collateral Agent, any Participating Creditor or the Agent shall fail or refuse within five Business Days of such request to certify as to the existence or amount of
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Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Secured Obligations or any portion thereof, or the existence of any Enforcement Event for any purposes of this Agreement, it shall be entitled to make such determination on the basis of the Certificates Regarding Obligations, Notices of Enforcement Event, notices rescinding Notices of Enforcement Event, and other notices and certificates delivered to it by the Secured Creditors. The Collateral Agent
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Determination of Amounts of Obligations. Each of the Administrative Agent and the Indenture Trustee agrees to provide to any Secured Party such information, reasonably available to the Administrative Agent or the Indenture Trustee, as the case may be, as such Secured Party may reasonably request for purposes of determinations to be made under this Agreement, including information with respect to Outstanding Obligations, Voting Obligations and matters provided for in Article IV, including, without limitation, periodic accountings as to amounts in each of the Collateral Accounts.
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Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any applicable Representative or Holder; provided that if, notwithstanding the request of the Collateral Agent, any applicable Representative or Holder shall fail or refuse promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof, the Collateral Agent shall be entitled to determine
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Related to Determination of Amounts of Obligations

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Computation of Amounts For purposes of computing the amount of any item of income, gain, loss, deduction or expense to be reflected in Capital Accounts, the determination, recognition and classification of each such item shall be the same as its determination, recognition and classification for federal income tax purposes; provided that: (i) any income that is exempt from Federal income tax shall be added to such taxable income or losses; (ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), shall be subtracted from such taxable income or losses; (iii) if the Book Value of any Company property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) (in connection with a distribution of such property) or (f) (in connection with a revaluation of Capital Accounts), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property; (iv) if property that is reflected on the books of the Company has a Book Value that differs from the adjusted tax basis of such property, depreciation, amortization and gain or loss with respect to such property shall be determined by reference to such Book Value; and (v) the computation of all items of income, gain, loss, deduction and expense shall be made without regard to any election pursuant to Section 754 of the Code that may be made by the Company, unless the adjustment to basis of Company property pursuant to such election is reflected in Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Determination of Applicable Interest Rate As soon as practicable on each Interest Rate Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Advances for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower.

  • Determination of Rate of Interest and calculation of Interest Amounts The Principal Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Principal Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same. The Principal Paying Agent will calculate the amount of interest (the “Interest Amount”) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to: (i) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or (ii) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for each Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination without any further rounding.