Application to the Court Sample Clauses

Application to the Court. No Borrower shall apply to the Bankruptcy Court for authority to take any action that is prohibited by the terms of this Agreement and the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement and the other Loan Documents.
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Application to the Court. No Credit Party shall apply to the ------------------------ Bankruptcy Court for authority to (a) take any action that is prohibited by the terms of this Agreement or the other Loan Documents, (b) refrain from taking any action that is required to be taken by the terms of this Agreement or the other Loan Documents or (c) permit any Indebtedness or Claim to be pari passu with or senior to the Obligations, except, prior to the occurrence of an Event of Default, for Permitted Prepetition Claim Payments and, after the occurrence of an Event of Default, Permitted Expenses may be senior to the Obligations.
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Application to the Court. If the other Shareholder and/or the Corporation have (i) failed within the 30 day period set forth in Subsection 4.3.1 to notify the Petitioner that they will collaborate in the winding up of the Corporation, (ii) notified the Petitioner that they will not collaborate in the winding up of the Corporation, or (iii) notified the Petitioner that they will collaborate in the winding up of the Corporation but failed to do so at the satisfaction of the Petitioner, then the parties hereby irrevocably agree that upon application to the Trial Division of the Supreme Court of the Province of Nova Scotia, the Court shall render an order for winding up of the Corporation according to the rules set forth in Section 4.3 and in accordance with the Companies Winding Up Act (Nova Scotia).
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Application to the Court. If the parties are able to agree to the modification, they understand that they are obligated to have said understanding placed in an Order in order for it to be effective. If the parties are unable to agree as to such requested modification, within 30 days of receipt of the notice, then the party seeking the modification may apply to a court of competent jurisdiction for relief.
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Application to the Court. Effective Time of the Scheme of Arrangement; Scheme of Arrangement Closing. Subject to Section 6.4, promptly following the Acceptance Date and, if applicable, the Subsequent Offer Period, or the expiration of the Offer without the purchase of any Ordinary Shares thereunder, (A) if the Offer has remained open for a minimum of twenty (20) Business Days, plus any extension of the expiration date (up to an additional ten (10) days) that has been required by the Company in accordance with Section 2.1, and (B) if requested by Parent or Sub, in its sole discretion and in accordance with applicable law, the Company shall (i) cause an application to be made to the Court requesting the Court to summon such class meetings of shareholders of the Company as the Court may direct ("Shareholders' Meetings"), (ii) if directed by the Court, convene such Shareholders' Meetings seeking the approval required under Section 86(2) of the Companies Law and (iii) subject to such approvals being obtained, cause a petition to be presented to the Court seeking the sanctioning of a Scheme of Arrangement pursuant to Section 86 of the Companies Law and file such other documents as are required to be duly filed with the Court to effect the Scheme of Arrangement. The Company shall, if necessary, hold an extraordinary general meeting of its shareholders, subject to the Scheme of Arrangement taking full force and effect, to approve and adopt new Articles of Association of the Company that shall be substantially identical to Sub's articles of association, except as otherwise required by Section 6.9 hereof. In furtherance of the foregoing, the Company shall take all action necessary to solicit from its shareholders proxies, and shall take all other action necessary and advisable to secure the vote of shareholders required by the Companies Law and by the Memorandum of Association of the Company or the Articles of Association of the Company to obtain approval of the Scheme of Arrangement. Except as provided in Section 6.6 of this Agreement, the Board of Directors of the Company shall recommend that the holders of Shares vote in favor of the approval of the Scheme of Arrangement at the Shareholders' Meetings, and, except as provided in Section 6.6, the Company agrees that it shall include in the Proxy Statement the recommendation of its Board of Directors that the shareholders of the Company adopt this Agreement and approve the Scheme of Arrangement. Parent shall cause all Shares owned by Parent ...
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Application to the Court. Except to the extent provided for in this Settlement Agreement, the mechanics of the implementation and administration of this Settlement Agreement shall be determined by the Court on application made by (but only by) the Merck Parties and S&G, or either of them.
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Application to the Court. The Security Trustee may at any time after the occurrence of an Enforcement Event apply to the court for an order that the powers and trusts of this Deed be exercised or carried into execution under the direction of the court and for the appointment of a Receiver of the Secured Property or any part thereof and for any other order in relation to the execution and administration of the powers and trusts hereof as the Security Trustee shall deem expedient, and it may assent to or approve any application to the court made at the instance of any of the Bondholders and/or the other Secured Creditors.
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Application to the Court. A Member, officer or director of the Company who is a party to a proceeding may apply for indemnification from the Company to the court, if any, conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines: (i) in a proceeding in which the Member, officer or director is wholly successful, on their merits or otherwise, the Member, officer or director is entitled to indemnification under this Section, in which case the court will order the Company to pay the Member, officer or director his reasonable expenses incurred to obtain such court ordered indemnification; or (ii) the Member, officer or director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Member, officer or director meets the standard of conduct set forth in subsection (d) of this Section.
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Application to the Court. On the basis of this notarial deed, the Seller applies to the District Court in [●], [●] the Land and Mortgage Registry Division, to enter in Section III of Land and Mortgage Register number [●] the claims arising from this Agreement to the benefit of [●] (address: [●]).
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Related to Application to the Court

  • Application to Court If (i) a claim for indemnification or advancement of Expenses is denied, in whole or in part, (ii) no disposition of such claim is made by the Company within ninety (90) days after the request therefore, (iii) the advancement of Expenses is not timely made pursuant to Section 6 of this Agreement or (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement, the Indemnitee shall have the right to apply to the Delaware Court of Chancery, the court in which the Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification (including the advancement of Expenses) pursuant to this Agreement.

  • Continuing Jurisdiction of the Court The Parties agree that, after entry of Judgment, the Court will retain jurisdiction over the Parties, Action, and the Settlement solely for purposes of (i) enforcing this Agreement and/or Judgment, (ii) addressing settlement administration matters, and (iii) addressing such post-Judgment matters as are permitted by law.

  • Jurisdiction; Venue; Waiver of Jury Trial The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the state or federal courts in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts in the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

  • Jurisdiction and Venue; Waiver of Jury Trial This Agreement shall be deemed to have been made in the State of Florida and shall be subject to, and governed by, the laws of the State of Florida, and no doctrine of choice of law shall be used to apply any law other than that of the State of Florida. Each Party hereby irrevocably consents and submits to the exclusive jurisdiction of the Circuit Court of Leon County, Florida, for all purposes under this Agreement, and waives any defense to the assertion of such jurisdiction based on inconvenient forum or lack of personal jurisdiction. The Parties also agree to waive any right to jury trial.

  • Applicable Law; Exclusive Forum The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

  • Right to Petition Court In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the Court of Chancery to enforce the Company’s obligations under this Agreement.

  • Governing Law; Consent to Personal Jurisdiction This Agreement will be governed by the laws of the State of California. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in California for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

  • LAW APPLICABLE AND COMPETENT COURT The Agreement is governed by [insert the national law of the NA]. The competent court determined in accordance with the applicable national law shall have sole jurisdiction to hear any dispute between the institution and the participant concerning the interpretation, application or validity of this Agreement, if such dispute cannot be settled amicably.

  • Jurisdiction and Process; Waiver of Jury Trial (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

  • Jurisdiction and Venue This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California.

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