ENFORCEMENT AND SUBORDINATION Sample Clauses

ENFORCEMENT AND SUBORDINATION. 9.1 The Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Trust Deed (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, shall be due and payable by the Issuer except in accordance with the Deed of Charge and the Ninth Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged in full. 9.2 The Lender shall not take any steps for the purpose of receiving any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever. 9.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the Lender under this Agreement, except to the extent that the Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Issuer which rank in priority to its liabilities to the Lender under this Agreement and so that the Issuer shall not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000.
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ENFORCEMENT AND SUBORDINATION. (a) The Funding 1 Liquidity Facility Provider acknowledges to the Security Trustee that it is bound by the terms of the Funding 1 Deed of Charge and, in particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to any Funding 1 Liquidity Facility Loan or any Funding 1 Liquidity Facility Stand-by Loan, shall be paid by Funding 1 except in accordance with the provisions of the Funding 1 Cash Management Agreement and the Funding 1 Deed of Charge unless and until all sums required by the Funding 1 Cash Management Agreement or the Funding 1 Deed of Charge, as the case may be, to be paid or provided for in priority thereto have been paid or discharged in full. (b) The Funding 1 Liquidity Facility Provider further agrees that only the Security Trustee may enforce the security created in favour of, inter alios, the Funding 1 Liquidity Facility Provider and the Security Trustee by the Funding 1 Deed of Charge and that the Funding 1 Liquidity Facility Provider shall not take any steps for the purpose of: (i) recovering any debts whatsoever owing to it by Funding 1 save as provided for in accordance with the terms of the Funding 1 Deed of Charge (including, without limitation, by exercising any right of set-off); or (ii) enforcing any rights arising out of this Agreement against Funding 1; or (iii) procuring the winding-up, administration or liquidation of Funding 1 in respect of any of its liabilities whatsoever, unless the Security Trustee, having become bound to serve an Intercompany Loan Acceleration Notice, fails to do so within 30 days of becoming so bound and that failure is continuing (in which case the Funding 1 Liquidity Facility Provider shall be entitled to take any such steps and proceedings as it shall deem necessary other than (i) any legal proceedings for the winding-up of, or for an administration order or (ii) filing documents with the court for the appointment of an administrator or (iii) serving a notice of intention to appoint an administrator, in respect of Funding 1) provided that the Funding 1 Liquidity Facility Provider shall not be entitled to take any steps or proceedings pursuant to this Agreement which would contravene CLAUSES 5 to 9 of the Funding 1 Deed of Charge. (c) Subject to PARAGRAPH (B) above, the Funding 1 Liquidity Facility Provider agrees to defer taking any action or proceedings against Funding 1 to recover any amounts payable by Funding 1 to the Funding 1 Liquidity Facility Provider u...
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ENFORCEMENT AND SUBORDINATION. 25 19. Expenses...............................................................26 20.
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ENFORCEMENT AND SUBORDINATION. 6 10. Notices.................................................................7 11.
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ENFORCEMENT AND SUBORDINATION. 11.1 The Expenses Loan Provider agrees with the Security Trustee and Loan Note Issuer No.1 to be bound by the terms of the Security Trust Deed (including Clause 23 (Payments of Amounts Representing Finance Charge Collections) and Clause 24 (Payments of Amounts of Principal Collections) of the Security Trust Deed relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, will be due and payable by Loan Note Issuer No.1 except in accordance with the Security Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged in full. The Expenses Loan Provider acknowledges and agrees that the Security Trustee is entitled to all the benefits and protections offered to it under the Security Trust Deed when acting under this Expenses Loan Agreement. 11.2 The Expenses Loan Provider will not take any steps for the purpose of receiving any debts whatsoever owing to it by Loan Note Issuer No.1 out of this Expenses Loan Agreement or enforcing any rights arising out of this Expenses Loan Agreement against Loan Note Issuer No.1 or procuring the winding-up, administration, liquidation, bankruptcy or similar process of Loan Note Issuer No.1 or its assets in respect of any of its liabilities whatsoever. 11.3 The Expenses Loan Provider agrees that its rights against Loan Note Issuer No.1 under this Expenses Loan Agreement are limited to the extent that the Expenses Loan Provider will not take any action or proceedings against Loan Note Issuer No.1 to recover any amounts due and payable by Loan Note Issuer No.1 to the Expenses Loan Provider under this Expenses Loan Agreement, except to the extent that Loan Note Issuer No.1 has sufficient assets to meet the Expenses Loan Provider's claim in full having taken into account all other liabilities both actual and contingent of Loan Note Issuer No.1 which rank in priority to its liabilities to the Expenses Loan Provider under this Expenses Loan Agreement and so that Loan Note Issuer No.1 will not be obliged to make any payment to the Expenses Loan Provider hereunder if and to the extent that the making of such payment would cause Loan Note Issuer No.1 to be or become unable to pay its debts as they fall due. 11.4 Without prejudice to the foregoing provisions of this Clause, the Expenses Loan Provider hereby covenants with Loan Note Issuer No. 1 and the Securit...
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ENFORCEMENT AND SUBORDINATION. 6 10. Notices.................................................................7 11. Fees....................................................................8 12. Invalidity..............................................................8 13.
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ENFORCEMENT AND SUBORDINATION. 17.2.1 The Liquidity Facility Provider hereby agrees and acknowledges to the Trustee that it is bound by the terms of the Deed of Charge and, in particular, confirms and agrees that no sum, whether in respect of principal or interest or otherwise under this Liquidity Facility Agreement, shall be paid by the Issuer except in accordance with the provisions of the Deed of Charge and the Cash Management Agreement unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged in full. 17.2.2 Without prejudice to the other provisions of this Clause 17.2, the Liquidity Facility Provider hereby covenants with the Trustee that if, whether in the liquidation of the Issuer or otherwise (and notwithstanding the provisions of this Clause 17.2), any payment (whether of principal, interest or otherwise) is received by it under this Liquidity Facility Agreement other than in accordance with the Deed of Charge or the Cash Management Agreement the amount so paid shall be received and held by the Liquidity Facility Provider upon trust for the Trustee and shall be paid over to the Trustee forthwith upon receipt provided however that this sub-Clause 17.2.2 shall not have, or be deemed to have, the effect of creating and is not deemed to constitute or create any mortgage, charge or other Security Interest of any kind. 17.2.3 The Trustee acknowledges that it holds the security created pursuant to the Deed of Charge on trust for the Secured Creditors (including, inter alios, the Liquidity Facility Provider) and that it is bound by the terms thereof.
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ENFORCEMENT AND SUBORDINATION. 1Each Lender agrees with the Trustee and the Issuer to be bound by the terms of the Deed of Charge and, in particular, no sum (whether in respect of principal or interest or otherwise relating to the Loan (or the part thereof advanced by such Lender)) shall be payable by the Issuer except in accordance with the provisions of Clauses 6, 7 and 8 of the Deed of Charge unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or provided for in full. Each Lender further agrees that only the Trustee may enforce the security created in favour of the Trustee by or pursuant to the Deed of Charge in accordance with the provisions thereof and such Lender shall not take any steps for the purpose of recovering any debts whatsoever owing to it by the Issuer or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever except to the extent expressly permitted by the provisions of the Deed of Charge.
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ENFORCEMENT AND SUBORDINATION. 8 9. Fees......................................................................9 10.
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Related to ENFORCEMENT AND SUBORDINATION

  • ENFORCEMENT AND GOVERNING LAW The provisions of this Agreement shall be regarded as divisible and separate; if any of said provisions should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. This Agreement shall be construed and the legal relations of the parties hereto shall be determined in accordance with the laws of the State of Illinois without reference to the law regarding conflicts of law.

  • Lien Subordination Notwithstanding (i) the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to First Lien Agent (or First Lien Co-Agent or any First Lien Lender) or Second Lien Agent (or any Second Lien Lender) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of First Lien Agent (or First Lien Co-Agent or any First Lien Lender) or Second Lien Agent (or any Second Lien Lender) in any Collateral, (iii) any provision of the UCC, any other applicable law, any of the First Lien Loan Documents or the Second Lien Loan Documents, (iv) irrespective of whether the Liens securing the First Lien Loan Documents are valid, perfected, enforceable, void, avoidable, subordinated, disputed or allowed, or (v) any other circumstance whatsoever, each of First Lien Agent and First Lien Co-Agent, on behalf of itself and the First Lien Lenders, and Second Lien Agent, on behalf of itself and the Second Lien Lenders, hereby agree that: (1) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of Second Lien Agent or any Second Lien Lender that secures all or any portion of the Second Lien Indebtedness, shall in all respects be junior and subordinate to all Liens granted to First Lien Agent, First Lien Co-Agent and the First Lien Lenders in the Collateral to secure all or any portion of the First Lien Indebtedness, and (2) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of First Lien Agent, First Lien Co-Agent or any First Lien Lender that secures all or any portion of the First Lien Indebtedness shall in all respects be senior and prior to all Liens granted to Second Lien Agent and the Second Lien Lenders in the Collateral to secure all or any portion of the Second Lien Indebtedness.

  • Enforcement of Agreement The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Subrogation and Subordination (a) Each Subsidiary Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Subsidiary Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Subsidiary Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash. (b) Each Subsidiary Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Subsidiary Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by such Subsidiary Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Subsidiary Guaranty Agreement. (c) If any amount or other payment is made to or accepted by any Subsidiary Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Subsidiary Guarantor under this Subsidiary Guaranty Agreement. (d) Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Subsidiary Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits. (e) Each Subsidiary Guarantor hereby agrees that, to the extent that a Subsidiary Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying Subsidiary Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Subsidiary Guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any Subsidiary Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 5(e) shall be determined as of the date on which the related payment is made by such Subsidiary Guarantor seeking contribution and each Subsidiary Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Subsidiary Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 5(e) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith, and each Subsidiary Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

  • Enforcement of the Agreement The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

  • ENFORCEMENT AND BINDING EFFECT (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company. (b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. (d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. (e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

  • Enforcement of Due On-Sale Clauses; Assumption Agreements.

  • Enforcement and Defense (a) Each Party shall promptly notify the other of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio shall have the right to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

  • Enforcement of Covenants The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 8, 9, 10 and 11 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information, trade secrets, and other legitimate interests of the Company and its Company Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that the Executive will never assert, or permit to be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were the Executive to breach any of the covenants contained in Sections 8, 9, 10 or 11 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that in the event of the breach or a threatened breach by Executive of any of the provisions of Sections 8, 9, 10 or 11 hereof, the Company, in addition and supplementary to other rights and remedies existing in its favor (including pursuant to Section 3(c) hereof), may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. The parties further agree that if, at the time of enforcement of Sections 8, 9, 10 or 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its Company Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply with Sections 8, 9, 10 and 11 hereof.

  • Enforcement Provisions While Contractors and their Representatives are expected to self-monitor their compliance with this Contractor Code of Conduct, the provisions of this Code are enforceable by LAUSD. Enforcement measures can be taken by LAUSD’s Procurement Services Group or Facilities Contracts Branch in consultation with the Contract Sponsor, the Ethics Office, the Office of the General Counsel, and the Office of the Inspector General. The Office of the Inspector General may also refer matters to the appropriate authorities for further action.

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