Certain Rights and Powers Sample Clauses

Certain Rights and Powers of the Lion Industrial Portfolio Non-Pooled Subordinate Noteholder and the Lion Industrial Portfolio Controlling Party. (a) Notwithstanding anything in any other Section of this Agreement to the contrary, but in all cases subject to Section 3.25(b), the applicable Master Servicer and the Lion Industrial Portfolio Special Servicer will each be required to obtain the prior written consent, or the deemed consent, in accordance with the Lion Industrial Portfolio Intercreditor Agreement, of the Lion Industrial Portfolio Controlling Party prior to taking any of the following actions: (i) any proposed foreclosure upon or comparable conversion (which may include acquisition as an REO Property) of the ownership of any Lion Industrial Portfolio Mortgaged Property and the other collateral securing the Lion Industrial Portfolio Loan Group if it comes into and continues in default or other enforcement action under the related Mortgage Loan Documents; (ii) any proposed modification, amendment or waiver of a monetary term (including, without limitation, the timing of payments or forgiveness of interest or principal, but excluding any term relating to late charges) or any material non-monetary term of the Lion Industrial Portfolio Loan Group; (iii) any proposed successor property manager with respect to, or any material alteration of, any of the Lion Industrial Portfolio Mortgaged Properties; (iv) any waiver of the requirements under the Lion Industrial Portfolio Loan Group with respect to property insurers or the manner in which payments or other collections on the Lion Industrial Portfolio Loan Group are held and/or invested; (v) any proposed sale of any of the Lion Industrial Portfolio Mortgaged Properties or transfer of an interest in the related Borrower or any of the Lion Industrial Portfolio Mortgaged Properties; (vi) any acceptance of a discounted payoff of the Lion Industrial Portfolio Loan Group; (vii) any determination to bring any Lion Industrial Portfolio Mortgaged Property into compliance with applicable environmental laws or to otherwise address hazardous materials located at a Lion Industrial Portfolio Mortgaged Property; (viii) any material release of collateral for the Lion Industrial Portfolio Loan Group (other than in accordance with the terms of, or upon satisfaction of, the Lion Industrial Portfolio Loan Group) or any release of the related Borrower or any guarantor; (ix) any acceptance of substitute or additional collateral for the Lion Industrial P...
Sample 1
AutoNDA by SimpleDocs
Certain Rights and Powers of the 0000 Xxxxxxxx Non-Pooled Subordinate Noteholder and the 0000 Xxxxxxxx Controlling Party. (a) Notwithstanding anything in any other Section of this Agreement to the contrary, but in all cases subject to Section 3.27(b), the applicable Master Servicer and the applicable Special Servicer for the 0000 Xxxxxxxx Loan Group will each be required to obtain the prior written consent, or the deemed consent, in accordance with the 0000 Xxxxxxxx Intercreditor Agreement, of the 0000 Xxxxxxxx Controlling Party prior to taking any of the actions described in Section 18(a) of the 0000 Xxxxxxxx Intercreditor Agreement; provided that (A) in the event that the applicable Master Servicer or the applicable Special Servicer determines in accordance with the Servicing Standard that immediate action is necessary to protect the interests of the Certificateholders and the 0000 Xxxxxxxx Non-Pooled Subordinate Noteholder (as a collective whole), the applicable Master Servicer or the applicable Special Servicer may take any such action without waiting for the 0000 Xxxxxxxx Controlling Party's response; and (B) the applicable Master Servicer or the applicable Special Servicer, as the case may be, will not be obligated to seek approval from the 0000 Xxxxxxxx Controlling Party for any actions to be taken by it if: (i) the applicable Master Servicer or the applicable Special Servicer, as applicable, notified the 0000 Xxxxxxxx Controlling Party in writing of such actions that the applicable Master Servicer or the applicable Special Servicer, as applicable, proposes to take with respect to the workout or liquidation of the 0000 Xxxxxxxx Loan Group, and (ii) for 60 days following the first such notice, the 0000 Xxxxxxxx Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that the applicable Master Servicer or the applicable Special Servicer considers to be consistent with the Servicing Standard. In addition, notwithstanding any provision to the contrary contained in this Agreement, but in any event subject to the terms of the 0000 Xxxxxxxx Intercreditor Agreement, for so long as the 0000 Xxxxxxxx Non-Pooled Subordinate Noteholder is the 0000 Xxxxxxxx Controlling Party, the 0000 Xxxxxxxx Controlling Party (through the applicable Master Servicer or the applicable Special Servicer) may communicate with, respond to requests from and deliver any proposals to the related Borrower with respect to the items set forth in Section 18(...
Sample 1
Certain Rights and Powers of the RREEF Textron B-Note Holder. (a) Provided that no RREEF Textron Change of Control Event has occurred and is continuing, the RREEF Textron B-Note Holder will be entitled to advise the applicable Master Servicer and the RREEF Textron Special Servicer with respect to that party's taking any of the actions identified in clauses (i) through (viii) of the following sentence. In addition, notwithstanding anything in any other Section of this Agreement to the contrary, but in all cases subject to Section 3.28(c), provided that no RREEF Textron Change of Control Event has occurred and is continuing, neither the applicable Master Servicer nor the RREEF Textron Special Servicer will be permitted to take any of the actions identified in clauses (i) through (viii) of this sentence, unless and until the applicable Master Servicer or the RREEF Textron Special Servicer, as the case may be, has notified the RREEF Textron B-Note Holder in writing of that party's intent to take the particular action and the RREEF Textron B-Note Holder has consented thereto in writing: (i) any modification, amendment or waiver of the RREEF Textron Pooled Mortgage Loan or the RREEF Textron B-Note Mortgage Loan that would have a material adverse effect on the interests of the RREEF Textron B-Note Holder; (ii) any modification, amendment or waiver of the RREEF Textron B-Note Mortgage Loan that would (A) result in an extension of the maturity of the RREEF Textron B-Note Mortgage Loan, (B) result in a reduction of the Mortgage Rate, the Monthly Payment or any Yield Maintenance Charge or Prepayment Premium with respect to the RREEF Textron B-Note Mortgage Loan, or (C) result in a deferral or forgiveness of interest or principal or otherwise affect the amount or timing of any payment of interest or principal with respect to the RREEF Textron B-Note Mortgage Loan; (iii) any approval of a successor property manager with respect to, or any material alteration of, the RREEF Textron Mortgaged Property; (iv) any waiver of the requirements under the RREEF Textron Loan Pair with respect to property insurers or the manner in which payments or other collections on the RREEF Textron Loan Pair are held and/or invested; (v) any waiver of a due-on-sale or due-on-encumbrance clause with respect to the RREEF Textron Loan Pair or transfer of an interest in the related Borrower or any related Mortgaged Property; (vi) any substitution or material release of collateral with respect to the RREEF Textron Loan Pair...
Sample 1

Related to Certain Rights and Powers

  • Rights and Powers Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

  • Purposes and Powers The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

  • RESERVATION AND AUTHORIZATION OF COMMON STOCK From and after the Closing Date, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • Organization and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

  • Duties and Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

  • Purpose and Powers (a) The Company is organized for the purposes of undertaking such activities as determined by the Board and, subject to the terms and conditions herein and of the Delaware Act, the Members, which are permitted by applicable law and engaging in activities incidental or ancillary thereto. Notwithstanding the forgoing, the Company has been organized to form a subsidiary which will acquire the artwork as identified on Schedule 1 (the “Painting”) and undertake certain actions with respect thereto. (b) The Company shall possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, which are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Organization; Requisite Power and Authority; Qualification Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

  • Due Organization, Authorization; Power and Authority Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

  • Arbitrator Qualifications and Powers Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of California or a neutral retired judge of the state or federal judiciary of California, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of California and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

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