ADVERSE CLAIMS OR DEMANDS Sample Clauses

ADVERSE CLAIMS OR DEMANDS. In the event of any disagreement resulting in adverse or conflicting claims or demands being made in connection with the subject matter of this Agreement or upon the Escrow Agent, causing the Escrow Agent to have doubt as to what action it should take hereunder, or in the event that the Escrow Agent, in good faith, otherwise has doubt as to what action it should take hereunder, the Escrow Agent may, at its option and in its discretion, petition any court of competent jurisdiction in the State of Arizona, for instructions or interplead the funds or assets so held into such court. The parties agree to the jurisdiction of such court, waive personal service of process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 5.1 hereof shall constitute adequate service. The parties hereby agree to indemnify and hold the Escrow Agent harmless from any liability or losses occasioned by such interpleader action or request for instructions and to pay any and all of its costs, expenses, and attorney's fees incurred in any such action and agree that on upon entry of an order permitting interpleader and full compliance therewith, the Escrow Agent, its servants, agents, employees, or officers will be relieved of further liability.
Sample 1Sample 2
AutoNDA by SimpleDocs
ADVERSE CLAIMS OR DEMANDS. If conflicting demands or notices are served upon Escrow Agent with respect to this Agreement within the applicable time limits set forth herein (if any), then Escrow Agent (a) may not comply with any ofsaid demands or notices, and (b) may file a suit in an appropriate interpleader action in a court of competent jurisdiction and deposit the Escrowed Items with that court pursuant to such filing. Under those circumstances, Escrow Agent shall not be liable for damages or injuries to any Depositor or CNLLC or any other person for such failure to comply. Escrow Agent may continue to so refuse to comply with such conflicting demands or notices until either (a) the rights of claimants have been finally adjudicated by a court of competent jurisdiction, or (b) the Depositors and CNLLC have resolved the conflict and have jointly so notified Escrow Agent.
Sample 1
ADVERSE CLAIMS OR DEMANDS. A. If any controversy regarding the Impounded Funds arises between the parties hereto or with any third person, the Agent shall not be required to resolve the matter or to take any action, but may await the settlement of any such controversy by final appropriate legal proceedings, or otherwise as the Agent may require, or the Agent may, in its discretion, institute such appropriate interpleader or other proceedings in connection therewith as it may deem proper, notwithstanding anything in this Agreement to the contrary. In any such event, the Agent shall not be liable for interest or damages to the Issuer or the Subscribers. B. Impounded Funds are neither assets of the Issuer, nor are they subject to claims of, or demands by, creditors of the Issuer unless and until the Impounded Funds have been released to the Issuer pursuant to IV.A., above. C. Impounded Funds are neither assets of the Agent (or the Underwriter), nor are they subject to the claims of, or demands by, the creditors of the Agent (or Underwriter).
Sample 1

Related to ADVERSE CLAIMS OR DEMANDS

  • Adverse Claims Borrower will promptly advise Lender in writing of any litigation, Liens or claims affecting the Mortgaged Property and of all complaints and charges made by any Governmental Authority that may delay or adversely affect the Repairs or Capital Replacements.

  • Adverse Claim (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

  • FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claim to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands law.

  • Notice of Adverse Claims Except for the claims and interests of the Secured Party and the Lien Grantor in the Securities, the Issuer does not know of any claim to, or interest in, the Securities. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Securities, the Issuer will promptly notify the Secured Party and the Lien Grantor thereof.

  • No Adverse Claims Seller warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Buyer in and to all Purchased Mortgage Loans and the related Repurchase Assets against all adverse claims and demands.

  • Warranty Against Encumbrances Seller warrants that the goods are now free, and at the time of delivery shall be free, from any security interest or other lien or encumbrance.

  • No Liens or Encumbrances Company's title to and ownership of Company-Owned Interconnection Facilities that were designed and constructed by Seller and/or its Contractors shall be free and clear of liens and encumbrances.

  • No Adverse Claim The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.

  • Permitted Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

  • False Claim The City reserves the right to recoup benefit payments to any employee who is guilty of submitting a false claim, or abuse of the privileges covered in this section, or working for another employer while on injury leave, and may take disciplinary action.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!