Net Obligations Clause Samples

Net Obligations. We shall not be obliged to Transfer Applicable Margin to you if you have a net exposure to us. You agree that all margining will be "one way” for our benefit.
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Net Obligations. 3.3.1 Notwithstanding any other provision of this Lease, this Lease is a net lease and the Rental shall be paid without notice or demand, and without counterclaim, setoff, defense, suspension or deferment, of any kind, and without deduction, abatement or diminution of any kind. This Lease shall not terminate (except as may be expressly set forth herein), and Tenant shall not have any right to terminate or avoid this Lease or be entitled to the abatement (in whole or in part) of any Rental or rents hereunder or any reduction thereof, nor shall the obligations and liabilities of Tenant hereunder be in any way affected for any reason, including without limitation: (i) any defect in, damage to, destruction of, or (subject to the terms of Article 28 hereof) condemnation of any part of the Premises; (ii) any restriction of or interference with any use of the Premises or action by Government Authorities or third parties; (iii) any matter affecting title to, or any eviction by Government Authorities or third parties from the Premises; (iv) any proceeding relating to Landlord or action taken with respect to this Lease by any trustee or receiver of any successor to Landlord or by any court in any proceedings; (v) any failure by Landlord to perform or comply with this Lease or any other agreement or business dealings with Tenant; (vi) impossibility or illegality of performance by Tenant; or (vii) any other similar occurrence whatsoever, whether or not Tenant shall have notice or knowledge of any of the foregoing. The obligations of Tenant hereunder shall be separate and independent covenants and agreements. Each payment made by Tenant to Landlord pursuant to this Lease shall be final and Tenant shall not seek to recover all or any part of such payment from Landlord for any reason whatsoever. 3.3.2 Tenant shall remain obligated under this Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court. Tenant waives all rights to terminate or surrender this Lease, or to any abatement, reduction or deferment of Rental.
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Net Obligations. The indemnity obligations of the Parties under this Annex E shall be net of any accruals or reserves reflected in the ABB Ltd Business 1998 Accounts and the ALSTOM Business 1998 Accounts. Further , any indemnification payments made hereunder shall be reduced to take into account any Tax Benefits currently realized by the Indemnified Party arising in respect of the Liabilities covered by such indemnification, net of any additional Taxes required to be paid by the Indemnified Party as a result of receipt or accrual of the indemnity payment, it being understood and agreed that, except as otherwise required by law, the parties intend to treat any indemnification payment as a contribution to capital or adjustment to purchase price.
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Net Obligations. Net Obligations (as defined below), as of the Closing Date, shall not be in excess of $10,000,000. "NET OBLIGATIONS" shall mean the aggregate of (i) all Indebtedness of Group and the Subsidiaries as of the Closing Date PLUS (ii) the costs associated with discharging such indebtedness PLUS (iii) the fees and expenses relating directly to the transaction contemplated by this Agreement owing to DLJ, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP and KPMG Peat Marwick LLP (other than those fees and expenses of KPMG Peat Marwick LLP that are attributable to its services rendered in connection with (A) making Sellers' audited financial statements available for inclusion in Purchaser's financing documents and (B) issuing a "comfort letter" with respect to certain other financial information to be included in Purchaser's financing documents (collectively, the "KPMG Financing Services Fees")) (all of which it is anticipated will be paid at Closing) PLUS (iv) $22,500, which equals Group's 50% share of the filing under the HSR Act for the transactions contemplated hereby (v) PLUS (if the Working Capital is less than $2,000,000) or MINUS (if the Working Capital is more than $2,000,000) the amount by which Working Capital as of the closing date varies from an agreed upon Working Capital target of $2,000,000. For purposes of the "Net Obligations" calculation, working capital will include, as an asset, approximately $590,000, which represents the federal tax loss generated by Sellers during the period from January 4, 1998 to November 30, 1998 and which Group may carry back, and, therefore, with respect to which Group may obtain a cash refund in such amount. In performing the computation set forth above, there shall be no duplicative counting. Group shall prepare and deliver to Purchaser on the fifth (5) business day prior to the Effective Date, a calculation of Net Obligations. Such calculation shall be accompanied by a certificate of the Chief Financial Officer of Group that such calculation was prepared in accordance with GAAP. Purchaser will be responsible for discharging at the Closing: (A) the Net Obligations described in clause (i) of this SECTION 9.2((o)) that are owed to Imperial Bank, (B) the Net Obligations described in clauses (ii) and (iii) of this SECTION 9.2((o)) and (C) the KPMG Financing Services Fees.
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Related to Net 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.

  • Joint Obligations A. The University and the student share the responsibility for ensuring the quality of life within the residence halls, their maintenance, furnishings and facilities, and for a physical environment secure from fire and other hazards. The University will work with students to promote effective security of persons and property in the residence halls.

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

  • Exit Obligations Upon (a) voluntary or involuntary termination of Executive’s employment or (b) the Company’s request at any time during Executive’s employment, Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Executive, whether they were provided to Executive by the Company or any of its business associates or created by Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in Executive’s possession or control.

  • Joint Obligation If there be more than one Tenant, the obligations hereunder imposed shall be joint and several.