Action by Parties. Where the Financing Agreement shall provide for any direction, consent, approval or other action to be taken or made by the Borrower, the Trust or the Department hereunder or under the Financing Agreement, such direction, consent, approval or other action shall be sufficiently taken or made for all purposes of the Financing Agreement if taken or made by Authorized Officers of the Borrower, the Trust or the Department, as the case may be.
Action by Parties. The Recipient Party shall not commence any legal action or proceeding against a third party in respect of any unauthorized act within the meaning of Section 6.8 hereof purported to have been committed by the third party without the prior written consent of the Disclosing Party, which will not be unreasonably withheld.
Action by Parties. (i) Parent and Newco will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9 and all other documents required to be filed by the Company with the SEC in connection with the Transactions (collectively, the "Company ------- Disclosure Documents"), comply or complies in all material respects with the -------------------- provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that Parent and Newco make no -------- representation with respect to information furnished by the Company for inclusion in the Offer Documents and that the Company makes no representation with respect to information furnished by Parent or Newco for inclusion in the Company Disclosure Documents.
(ii) The Company represents and warrants to Parent and Newco that the information with respect to the Company or any Subsidiary that (A) the Company or any Subsidiary furnishes to Parent in writing specifically for inclusion in the Offer Documents, (B) is incorporated in the Offer Documents by reference to any of the SEC Reports or (C) is set forth in the Company Disclosure Documents (other than any information set forth in the Company Disclosure Documents that is furnished by Parent or Newco for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Newco jointly and severally represent to the Company that the information with respect to Parent and Newco that (X) Parent or Newco furnishes to the Company in writing specifically for inclusion in the Company Disclosure Documents, (Y) is incorporated in the Company Disclosure Documents by reference to any of the Offer Documents (other than any information set forth in any of the Offer Documents that is furnished by the Company or any Subsidiary for inclusion therein), or (Z) is set...
Action by Parties. No Party shall commence any legal action or proceeding against a third party in respect of any Unauthorized Act purported to have been committed by the third party without the prior written consent of the other Party or Parties.
Action by Parties. Whenever under the terms of this Agreement any action is required or permitted to be taken by DataSync or Client, such action may be taken and performed by any authorized officer, director or other representative of such Party, including a Party’s Project Manager, and such action shall be binding on the Party.
Action by Parties. Neither TPA nor any of the Customers, as applicable, shall commence any legal action or proceeding against a third party in respect of any unauthorized possession, use or knowledge, or attempt thereof, of any other Party's Confidential Information by any Person without the consent of such other Party.
Action by Parties. Neither party shall be obligated to indemnify and hold harmless the other from or against any Loss due to the other party's negligence or other wrongdoing or to the extent that any such Loss is a result of the action or inaction of the other party for which such other party would be obligated to indemnify such party.
Action by Parties. Neither Liberty nor UFL shall commence any legal action or proceeding in respect of any unauthorized possession, use or knowledge, or attempt thereof, of the other party's Confidential Information by any person or entity without the consent of such other party.
Action by Parties. On the terms and subject to the conditions of this Agreement:
(a) as promptly as practicable following the execution and delivery of this Agreement:
(i) LAC shall cause NHC to be formed on terms reasonably acceptable to GFL and shall cause NHC to comply with the terms of this Agreement applicable to NHC.
(ii) GFL shall cause GHC to be formed on terms reasonably acceptable to LAC and shall cause GHC to comply with the terms of this Agreement applicable to GHC.
(b) at the Closing:
(i) LAC and NHC shall complete the LAC-NHC Investment;
(ii) GFL and NHC shall complete the GFL-NHC Investment;
(iii) GFL and GHC shall complete the GFL-GHC Investment;
(iv) NHC shall enter into the NHC Loan Agreement with the Company;
(v) GHC shall enter into the GHC Loan Agreement with the Company;
(vi) GFL and LAC shall enter into the GFL-LAC Subordinated Loan Facility;
(vii) LAC and GFL shall enter into, and LAC shall cause 226 to enter into, the Shareholders Agreement; and
(viii) LAC and GFL shall, and LAC shall cause 226 to, cause the Company to repay to LAC the LAC Capital Contribution Loans and the Company-LAC Indebtedness. LEGAL_1:50904364.3
Action by Parties. Neither Liberty nor Customer shall commence any legal action or proceeding in respect of any unauthorized possession, use or knowledge, or attempt thereof, of the other party's Confidential Information by any Person without the consent of such other party.
