Certain Actions by Buyer Sample Clauses

Certain Actions by Buyer. Buyer shall have the right to (1) renew, modify, amend, waive, extend, or accelerate any obligations arising under the Repurchase Documents, (2) pursue some or all of its remedies against Sellers or the Joinder Party, (3) add, release, or substitute any collateral given to Buyer as security under the Repurchase Documents, or (4) release Sellers or the Joinder Party from liability. Buyer may take any of the foregoing actions without consent or confirmation by the Joinder Party, and no such action shall limit, restrict, waive, discharge, or otherwise affect the Joinder Party’s liability under this Joinder and Amendment. If Buyer and Sellers agree to any modification or amendment of the Repurchase Documents, then the Joinder Party shall be bound by such agreement whether or not the Joinder Party consents and agrees thereto. This Section 14 shall not in any way affect, modify or impair Servicer’s rights or remedies under the Repurchase Documents.
Sample 1Sample 2
AutoNDA by SimpleDocs
Certain Actions by Buyer. Buyer has not: (1) made a general assignment for the benefit of creditors, (2) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer's creditors, (3) suffered the appointment of a receiver to take possession of all or substantially all of Buyer's assets, (4) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, (5) admitted in writing Buyer's inability to pay its debts as they come due, or (6) made an offer of settlement, extension, or composition to its creditors generally.
Sample 1Sample 2
Certain Actions by Buyer. Buyer shall not cause the Company to merge with another entity, regardless of whether the Company or such other entity survives such merger, until the first business day following the Closing Date.
Sample 1
Certain Actions by Buyer. (a) Buyer shall not, and shall cause the Business Subsidiaries not to, without the prior written consent of Seller, from the period commencing with the Closing Date until December 31, 2010 pay any dividends or distributions with respect to any Foreign Business Subsidiary (other than any Foreign Business Subsidiary for which a 338(g) election has been made pursuant to Section 7.07(b). For the avoidance of doubt, the covenants contained in this Section 7.07(a) shall apply only if the Closing Date occurs on or prior to December 31, 2010, and such covenants shall not apply if the Closing Date occurs on or after January 1, 2011.
Sample 1
Certain Actions by Buyer. Buyer shall not, and shall cause the Business Subsidiaries not to, without the prior written consent of Seller, take any action, including, making any Tax election, or enter into any transaction with respect to any Business Subsidiary (other than actions and transactions that are (i) required by applicable Law, (ii) taken or entered into (A) pursuant to an agreement that such Business Subsidiary entered into prior to the Closing or (B) in the ordinary course of business and consistent with past practice of such Business Subsidiary, (iii) required to be taken or entered into pursuant to this Agreement or (iv) taken to effect guarantees or pledges required pursuant to the Financing Documents) that is effective on or prior to the Closing Date.
Sample 1
Certain Actions by Buyer. Buyer understands and acknowledges that certain extraordinary activities Buyer might undertake prior to the Closing could impact the value of the Merger Consideration to be received by Company’s shareholders. Accordingly, Buyer agrees:
Sample 1
Certain Actions by Buyer. Buyer shall not, without the prior consent of the Sellers’ Representative (which consent shall not be unreasonably withheld), make, or cause to permit to be made, any Tax election, or adopt or change any method of accounting, or undertake any extraordinary action, in each case, on the Closing Date, which would have an adverse impact on the Sellers or the Company or any of its Subsidiaries that is material for any period or portion thereof ending on or prior to the Closing Date. For the avoidance of doubt, nothing in this Section 9.11
Sample 1
AutoNDA by SimpleDocs
Certain Actions by Buyer shall restrict Buyer from causing DR GP to make an election under Section 754 of the Code with respect to the taxable year of DR GP that includes the Closing Date.
Sample 1
Certain Actions by Buyer. None of the OP, the Company or any material subsidiary or Affiliate thereof has (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer's creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, (v) admitted in writing Buyer's inability to pay its debts as they come due; or (vi) made an offer of settlement, extension, or composition to its creditors generally.
Sample 1

Related to Certain Actions by Buyer

  • Certain Actions Without limiting the foregoing and except as disclosed on Schedule 4.10, (i) all necessary material notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response or other restoration or remedial project undertaken by the Borrower, any of its Subsidiaries or any of the Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and (ii) the present and, to the Credit Parties’ knowledge, future liability, if any, of the Borrower or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not reasonably be expected to result in a Material Adverse Change.

  • Certain Actions Prohibited The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

  • Notice of Certain Actions by Consent If in accordance with the provisions of the Declaration of Trust any action is taken by the Trustees by a written consent of less than all of the Trustees, then prompt notice of any such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

  • Actions by Holders No Holder shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Holder has requested the Trustee to take or institute such action, suit or proceeding and furnished the Trustee with the funding, security and indemnity referred to in Section 7.6 hereof and the Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Holder shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Holders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder or under the Voting Rights, the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Holders.

  • Representations by Buyer Buyer represents and warrants to, and covenants with, Seller as follows:

  • Certain Actions Upon Written Instructions Upon receipt of a Written Instructions and not otherwise, the Custodian shall:

  • Limitations on Actions Notwithstanding anything to the contrary in this Security Agreement, no Grantor shall be required to take any action in connection with Collateral pledged hereunder (and no security interest in such Collateral shall be required to be perfected) except to the extent consistent with Section 5.12(c) or 5.14 of the Credit Agreement and the Perfection Requirements or expressly required hereunder and except in accordance with Requirements of Law.

  • Actions by Agent The obligations of the Agents hereunder are only those expressly set forth herein. No Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into this Agreement or any other Loan Document or shall otherwise exist against any Agent. The provisions of this Article VII are solely for the benefit of the Agents and the Lenders (other than Sections 7.1 and 7.8, which are also for the benefit of the Borrower). In performing its functions and duties solely under this Agreement, each Agent shall act solely as the agent of the Lenders (except pursuant to Section 12.6(f)) and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust with or for the Lenders. Without limiting the generality of the foregoing, no Agent shall be required to take any action with respect to any Default, except as expressly provided in Article VI.

  • TRANSACTIONS BY STATE STREET The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

  • Limitations on Actions; No Proceedings (a) Other than pursuant to this Agreement, or in connection with or incidental to the provisions or purposes of this Agreement, the trust created hereunder shall not (i) issue debt or otherwise borrow money, (ii) merge or consolidate with any other entity reorganize, liquidate or transfer all or substantially all of its assets to any other entity, or (iii) otherwise engage in any activity or exercise any power not provided for in this Agreement.

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