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Commencing Actions Sample Clauses

Commencing Actions. Any action against any party hereto that is not commenced on or before the third anniversary of the Closing Date shall be deemed waived, and no person shall have any remedy against any party therefor; provided, however, that actions by Buyer or APPM against any Seller or Principal Stockholder may be commenced at any time with respect to actions (i) that constitute fraud or intentional misrepresentation by any Seller or Principal Stockholder; (ii) that result from the failure of any Seller or Principal Stockholder to pay any taxes or any penalties, assessments or interest thereon; (iii) that result from the failure of any Seller or Principal Stockholder to deliver to Buyer or APPM good, valid and marketable title to the Purchased Assets; or (iv) that result from any breach of Section 5.13 or Section 5.22 or any misrepresentation relating to the representations and warranties set forth therein.
Commencing Actions. If the Closing occurs, then any action against any party hereto for Breaches of this Agreement occurring on or prior to the time of the Closing that is not commenced pursuant to Section 10.7 (Dispute Resolution) within one year of the effective date of the Services Agreement, or withheld against pursuant to Section 10.2(d) (Form of Payment; Interim Losses) shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, if (i) any Superholdings Indemnitee is subject to Losses for Breaches of Sections 6.5(b) (Tax Matters), 6.5(c) (Litigation), or 6.6(h) (Environmental Matters), such Superholdings Indemnitee may commence an action against the Members to recover such Losses within two years of the effective date of the Services Agreement and (ii) such Superholdings Indemnitee is subject to Losses for Breaches of Sections 6.3(b) (Capitalization of LLC Holdings) or 6.3(c) (Ownership and Transfer by Members), such Superholdings Indemnitee may commence an action against the Members to recover such Losses at any time that such Superholdings Indemnitee is subject to Losses with respect thereto; provided, that, in each circumstance described in (i) and (ii) above, such Superholdings Indemnitee shall use reasonable best efforts to obtain for itself and for the Members (or if the Member Indemnitors have assumed the defense of the Asserted Liability, to cooperate with them in obtaining, at their expense) the benefit of any statute of limitations applicable as against any third party.
Commencing Actions. 46 (e) Allocation of Losses Among Sellers . . . . . . . 46 10.2
Commencing Actions. If the Closing occurs, then any action against any party to this Agreement for misrepresentations herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) on or before April 30, 1998 shall be deemed waived, and no person shall have any remedy against any party for any such misrepresentations; provided, however, that such actions by Buyer or Buyerparent against the Sellers for misrepresentations (i) in Section 6.4(b) (Tax Matters) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or prior to December 31, 2003, and (ii) in Sections 6.4(c) (Litigation), 6.5(a) (Mortgage Banking Licenses and Qualifications), 6.5(b) (Mortgage Loans), 6.5(c) (Enforceability), 6.5(d) (Title to Certain Mortgage Loans; Mortgage Loan Conveyance Agreements), 6.5(e) (No Recourse), or 6.5(f) (Compliance with Mortgage Banking Regulations) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or before December 31, 1999.
Commencing Actions. If the Closing occurs, then any action against any party hereof for Breaches herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) within two years of the Closing Date shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, if the Buyer is subject to Losses (defined below) for Breaches in Sections 6.5(b) (Tax Matters), 6.6(p) (Legal Requirements) or 6.6(q) (Environmental Matters), the Buyer may commence an action against the Stockholder to recover such Losses at any time that Buyer or the Company is subject to Losses (defined below) with respect thereto and shall not be barred by the first clause of this Section; provided, however, that Buyer shall use commercially reasonable efforts to obtain (for itself and for the Stockholder) the benefit of any statute of limitations applicable as against any third party.
Commencing Actions. If the Closing occurs, then any action against any party hereof for Breach that is not commenced pursuant to Section 14.4 hereof within twenty-one (21) months of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party for any such Breach; provided, however, that if the Buyer is subject to Damages (as defined below) for Breaches of a representation or warranty in Section 4.2 (Authority), Section 4.6 (Tax Matters), or Section 4.19 (Environmental Matters), Buyer may commence an action against Seller to recover Damages at any time that Buyer is subject to Damages with respect thereto and shall not be barred by the first clause of this Section; provided further, however, that Buyer shall use its commercially reasonable efforts to obtain (for itself and for Seller) the benefit of any statute of limitations applicable as against any third party.
Commencing Actions. If the Closing occurs, then any action against any party hereto for any Breach, which action is not commenced pursuant to SECTION 10.5 hereof within one (1) year of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party hereto for any such Breach; PROVIDED, HOWEVER, that if the Buyer is subject to Damages (as defined below) for Breaches of matters set forth in SECTION 4.17 (ENVIRONMENTAL MATTERS), the Buyer may commence an action against the Seller to recover Damages for such Breaches at any time within the applicable statute of limitations relating to such matter during which the Seller is subject to Damages with respect thereto, and the Buyer shall not be barred in such instance by the first clause of this Section; PROVIDED FURTHER, HOWEVER, that the Buyer shall use its Best Efforts to obtain (for itself and for the Seller) the benefit of any statute of limitations applicable as against any third party.

Related to Commencing Actions

  • Pending Actions To Purchaser's knowledge, there is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • Closing Actions On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

  • Interim Actions In the case of a Material Default that causes continuing damages to the Sellers for which indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all such damages, the Sellers and the Purchasers shall cooperate in good faith to implement appropriate interim actions to mitigate such damages until the Corrective Action Plan is finalized. The parties shall develop and implement such interim actions on timelines that are commensurate with the severity of the harm and that take into account the risks to the Sellers of delay. The Purchasers shall use reasonable best efforts to mitigate the adverse consequences on the Sellers of the Material Default until the Correction Action Plan is finalized.

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Series C Preferred Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

  • Compliance with Covenants The Company shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by it prior to or at the Closing Date.

  • No Pending Actions There are no actions, suits or proceedings pending or to the knowledge of the Company, threatened against the Company at law or in equity or before or by any Federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the business or property of the Company.

  • ADDITIONAL ENFORCEMENT ACTIONS Upon a determination by the Director that there is a threat to the public health or the environment, or upon discovery of any new information, RIDEM reserves the right to take additional enforcement actions as provided by law or regulation, including, but not limited to, the issuance of “Immediate Compliance Orders” as authorized by R.I. Gen. Laws Section 42-17.1- 2(21). This Agreement shall not restrict any right to hearing or other right available by statute or regulation that the Respondent may have regarding any new enforcement action commenced by RIDEM after the execution of this Agreement.

  • Trustee Dealings with Company The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

  • No Pending Action No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.