Control by Controlling Party Sample Clauses
The "Control by Controlling Party" clause establishes that a designated party, often referred to as the controlling party, has the authority to make decisions or direct actions regarding a specific matter, such as the management of litigation, enforcement of rights, or handling of claims. In practice, this means that the controlling party can determine strategies, select counsel, or settle disputes, while the other parties may have limited input or may be required to cooperate. The core function of this clause is to streamline decision-making and ensure that one party has clear authority to act on behalf of the group, thereby reducing conflicts and delays that could arise from shared or ambiguous control.
Control by Controlling Party. The Insurer, if the Insurer is the Controlling Party, and otherwise the Indenture Trustee at the direction of the Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) any direction to the Indenture Trustee to sell or liquidate the Pledged Assets shall be subject to the terms of Section 5.04; and
(iii) the Indenture Trustee shall have been provided with indemnification satisfactory to it in connection with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Control by Controlling Party. The Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:
(a) such direction shall not be in conflict with any rule of law, with this Agreement or any inconsistent direction of the Controlling Party;
Control by Controlling Party. With respect to the Notes, the Controlling Party shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by the Controlling Party or, if Ambac is not then the Controlling Party, the holders of not less than 100% of the Outstanding Amount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Ambac or, if Ambac is not then the Controlling Party, the holders of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that the Indenture Trustee need not take any action that it determines might involve it in liability or, if Ambac is not then the Controlling Party, might materially adversely affect the rights of any holders of the Notes not consenting to such action.
Control by Controlling Party. The Controlling Party shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture;
(b) subject to Section 7.01, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; provided, however, -47- Indenture that, subject to Section 7.01 hereof, the Trustee need not take any action which a Responsible Officer or Officers of the Trustee in good faith determines might involve it in personal liability (unless the Trustee is furnished with the reasonable indemnity referred to in Section 6.14(c) hereof); and
(c) the Trustee has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 7.01(f) hereof.
Control by Controlling Party. The Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:
(a) such direction shall not be in conflict with any rule of law , with this Agreement or any inconsistent direction of the Note Insurer hereunder (unless at such time there shall be an Insurer Default in effect);
(b) any direction by Noteholders (if the Note Insurer is not the Controlling Party) to the Trustee to undertake a Sale of the Trust Estate shall be by the Noteholders representing the percentage of the outstanding Note Balance of the Outstanding Notes specified in Section 8.24(b)(i), unless Section 8.24(b)(ii) is applicable; and
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; provided, however, that, subject to Section 9.01, the Trustee need not take any action which it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.
Control by Controlling Party. The Administrative Agent hereby agrees that following the Controlling Party's written request it will take or forbear from taking any action, and exercise or forbear from exercising any rights of the Administrative Agent under the Transaction Documents in the manner described in such written request; provided, however, that the obligation of the Administrative Agent to take or forbear from taking, or to exercise or forbear from exercising, any such action or right shall be limited to those actions and rights that may be exercised or taken (or not exercised or taken, as the case may be) in accordance with the Transaction Documents and applicable law or involve the Administrative Agent in personal liability. Without limiting the generality of the foregoing, the Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Administrative Agent under Article XI, provided that such direction shall not be in conflict with the Transaction Documents or any applicable law or involve the Administrative Agent in personal liability, and provided further that the Administrative Agent may take any other action deemed proper by the Administrative Agent that is not inconsistent with such direction.
Control by Controlling Party. The Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; PROVIDED that:
(a) such direction shall not be in conflict with any rule of law or with this Agreement;
(b) any direction by Noteholders to the Trustee to undertake a Sale of the Trust Estate shall be by the Controlling Party; and
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; PROVIDED, HOWEVER, that, subject to Section 9.01, the Trustee need not take any action which it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.
Control by Controlling Party. The Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee under Section 4.04, or exercising any trust or power conferred on the Indenture Trustee (including, without limitation, the exercise of its rights under any Account Control Agreement), provided that such direction shall not be in conflict with any rule of law or with this Indenture or involve the Indenture Trustee in personal liability, and provided further that the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction. Notwithstanding the foregoing, the Controlling Party will not be required to provide, and the Indenture Trustee will not be required to obtain, a Tax Opinion in the case of a direction by the Controlling Party to the Indenture Trustee, following an Event of Default, to realize upon the Collateral by liquidating the Collateral or otherwise.