Regardless Clause Samples

Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to any Borrower and any securities or other property of any Borrower in the possession of such Bank may be applied to or set off by such Bank against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of any Borrower to such Bank, other than Indebtedness evidenced by the Notes or loan accounts held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes and loan accounts held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes or loan accounts held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes or loan accounts held by, or Reimbursement Obligations owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes or loan accounts held by, and Reimbursement Obligations owed to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes and loan accounts held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Regardless of whether you sign this Agreement, and as a condition of receiving the consideration set forth in Paragraph 2 above, you must return to your supervisor, retaining no copies, all Company property, including computers, wireless devices, papers, files, documents, reference guides, equipment, keys, access key tag/card, identification cards, credit cards, software, computer access codes, disks, supplies and institutional manuals, and you shall not retain any copies, duplicates, reproductions or excerpts of any of the foregoing, whether in hardcopy or electronic format and are prohibited from using or disclosing confidential and/or proprietary information which you accrued in the course of your employment with the Company.

Regardless of any other provisions of this Agreement, Clause 21 shall not apply (i) to any designs, specifications or modifications originating with or requested by Vodafone subsequent to the Specification as agreed at the effective date of this Agreement, or (ii) to the combination of any Deliverables with other equipment, software or products not supplied by Supplier if such infringement or misappropriation would not have occurred but for such combination, or (iii) Vodafone’s failure to install an update provided at no additional charge, where the update would have avoided the infringement claim.

Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower and any securities or other property of the Borrower in the possession of such Bank may be applied to or set off by such Bank against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness included in the Obligations and owing to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness included in the Obligations and owing to such Bank, and (b) if such Bank shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim in respect of the Obligations owing to such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owing to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Regardless of whether you sign this Agreement, you will receive payment for all base salary and accrued but unused vacation earned by you in the normal course of business through the Termination Date, less all required deductions for Federal and State withholdings, other applicable taxes, and any lawfully authorized or required payroll deductions. We will also promptly reimburse you for all reasonable expenses incurred in connection with your recent ordinary course employment in accordance with the Company’s (or the Company’s ultimate parent company’s) existing policies with all such properly documented expenses to be reimbursed promptly. Regardless of signing this Agreement, you may elect to continue receiving group medical insurance under the Company’s plan, should you currently have it, pursuant to the Federal “COBRA” law. All premium costs shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation coverage; provided, however, that if you timely elect such continued coverage under COBRA, the Company will reimburse you for the employer portion (at the rate in effect immediately prior to the Termination Date) of the monthly premium costs incurred for continuation of such medial coverage under the Company’s plan (the “Coverage Costs”) for a period of twelve months following the Termination Date or, if earlier, until the first date on which you are covered under another employer’s medical insurance plan . You will notify us immediately should you become covered under another employer’s medical insurance plan. You should consult the COBRA materials to be provided by the Company for details regarding COBRA continuation benefits. All other benefits will end on the Termination Date. Provided you sign this Agreement and return it to me within 45 days from the date of this letter and do not thereafter revoke it within the applicable seven day revocation period measured from the date you return this signed Agreement, the Company is willing to provide you with certain benefits. If you do not accept this Agreement within that time or you revoke it within the applicable revocation period, you will not be entitled to receive the benefits described below. By signing and returning this Agreement and not revoking it within the applicable revocation period, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth herein including in the paragraphs below. A...

Regardless of Lessor's consent, no assignment or subletting shall release Lessee of Lessee's obligation hereunder or alter the primary liability of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's Share of Operating Expense Increase, and to perform all other obligations to be performed by Lessee hereunder.

Regardless of the status of the preferred shares and the payment of the interest thereon, the anti-dilution clause will remain in effect until ECS and Pego commence to trade publicly, so that at no time prior to the approval of ECS or Pego to trade publicly, shall the interest of Capital Commerce in Pego or of ECS fall below 30%.

Regardless of whether the unpaid principal balance of the Revolving Credit Loans should at any time exceed the amounts permitted by this Section 1.1.1, all Revolving ------------- Credit Loans shall constitute Obligations that are secured by the Collateral and entitled to all the benefits thereof.

Regardless of whether you sign this Agreement, and as a condition of receiving the payments set forth in this Agreement, within fourteen (14) days after your Retirement Date, you must return to the Company, retaining no copies, all the Company property, whether in physical or electronic form, including, but not limited to, documents and data (hard copy or electronic), forms (hard copy or electronic), correspondence (hard copy or electronic), access cards, computer programs (hard copy or electronic), memos (hard copy or electronic), disks, computers, and external storage devices, retaining no documents or data except for those related to your compensation information. To the extent that you have the Company’s information on personal electronic devices upon your Retirement Date, you must search, identify, and permanently delete all such Company information. You agree and acknowledge that the injury that would be suffered by the Company as a result of breach of this provision would be irreparable and that an award of monetary damages to the Company for such breach would be an inadequate remedy. Consequently, the Company shall have the right in addition to any other rights it may have, to obtain injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this paragraph and the Company shall not be obligated to post bond or security in seeking such relief. Without limiting the Company’s rights under this paragraph or any other remedies of the Company, if you breach any provisions of this paragraph and the Company obtains an injunction or final judgment that you have violated this paragraph, the Company shall have the additional right to recover from you all reasonable attorneys’ fees and costs.