Foreign Obligations Clause Samples

Foreign Obligations. Notwithstanding anything in this Agreement or any other Loan Document, and for the avoidance of doubt, no Foreign Loan Party shall provide, or be deemed to provide, any Guarantee of or security for any Obligation (as defined in the Collateral Agreement) of any Domestic Loan Party. Notwithstanding anything in this agreement or in any other Loan Document, and for the avoidance of doubt, no Domestic Loan Party shall provide, or be deemed to provide, security for the Dutch Term Loan Obligations.
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Foreign Obligations. Notwithstanding anything in this Agreement or any other Loan Document, and for the avoidance of doubt, no Foreign Subsidiary Loan Party shall provide, or be deemed to provide, any Guarantee of or security for any Obligation of Holdings or any Domestic Loan Party.
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Foreign Obligations. (i) Except as may be expressly set forth in any Joinder Agreement with respect to any Future Foreign Subsidiary Borrower, the US Borrower hereby unconditionally and irrevocably guarantees to the Collateral Agent, for the ratable benefit of the applicable Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Foreign Subsidiary Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Foreign Obligations. (ii) The guarantee contained in this Section 2.1(b) shall remain in full force and effect until all the Foreign Obligations and the obligations of the US Borrower under the guarantee contained in this Section 2.1(b) shall have been satisfied by payment in full, no Accommodation shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any Foreign Subsidiary Borrower may be free from any Foreign Obligations. (iii) No payment made by any Foreign Subsidiary Borrower, any other guarantor or any other Person or received or collected by the Collateral Agent or any Secured Party from any Foreign Subsidiary Borrower, any other guarantor or any other Person by virtue of any action or proceeding or any set off or appropriation or application at any time or from time to time in reduction of or in payment of the Foreign Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the US Borrower hereunder which shall, notwithstanding any such payment (other than any payment made by the US Borrower in respect of the Foreign Obligations or any payment received or collected from the US Borrower in respect of the Foreign Obligations), remain liable for the Foreign Obligations until the Foreign Obligations are paid in full, no Accommodation shall be outstanding and the Commitments are terminated.
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Foreign Obligations. All Indebtedness, obligations and liabilities of the ------------------- Company to any of the Banks or any affiliate of any of the Banks in respect of guaranties by, and other contingent obligations of, the Company, existing on the Closing Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, in respect of Indebtedness of any Subsidiary of the Company or of its Subsidiaries which is not organized under the laws of any jurisdiction of the United States of America and which does not have its principal place of business in the United States of America. Generally Accepted Accounting Principles or generally accepted accounting --------- -------- ---------- ---------- --------- -------- ---------- principles. Except as provided in (S)1.2, principles which are (A) consistent ---------- with the principles promulgated or adopted by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants and the Securities and Exchange Commission and their predecessors (or successor organizations), as in effect from time to time and (B) consistently applied with past financial statements of the Company and its Subsidiaries adopting the same principles where required by generally accepted accounting principles, provided that in -------- each case referred to in this definition of "generally accepted accounting principles", a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied for any fiscal period end being reported. Guaranteed Pension Plan. Any employee pension benefit plan within the ---------- ------- ---- meaning of (S)3.2(a) of ERISA maintained by the Company or any ERISA Affiliate, or to which the Company or any ERISA Affiliate contributes, the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan required to pay plan termination insurance premiums to the PBGC.
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Foreign Obligations. The US Borrower shall remain obligated hereunder notwithstanding that, without any reservation of rights against the US Borrower and without notice to or further assent by the US Borrower any demand for payment of any of the Foreign Obligations made by the Collateral Agent or any Secured Party may be rescinded by the Collateral Agent or such Secured Party and any of the Foreign Obligations continued, and the Foreign Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any Secured Party, and the Credit Agreement, and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the appropriate Secured Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any Secured Party for the payment of the Foreign Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Foreign Obligations or for the guarantee contained in this Section 2 or any property subject thereto.
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Related to Foreign Obligations

  • ▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.

  • Continuing Obligations of the Grantors Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

  • Obligations Guaranteed To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.