Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default:
(i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;
(ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;
(iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee;
(iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts;
(v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and
(vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in ad...
Enforcement Rights. Subject to the requirements and limitations of the MacroGenics Third Party Agreements with respect to the enforcement of Patents, including any rights of, and timeframes for, such Third Party licensors to comment on and review any filings or materials related thereto, the Parties agree:
(a) Servier shall have the first right, but not the obligation, to initiate a lawsuit or take other reasonable action to enforce the Joint Patents and MacroGenics Product Patents in the Field in the Servier Territory to the extent such infringement or misappropriation involves the Development, Manufacture, use or Commercialization of a product or product candidate that is or may be competitive with the Program DARTs or Licensed Products being Developed or Commercialized hereunder. Notwithstanding the foregoing sentence, Servier shall not initiate any such lawsuit or other enforcement action asserting any such Joint Patents or MacroGenics Product Patents without first consulting with MacroGenics and giving good faith consideration to any reasonable objection from MacroGenics regarding Servier’s proposed course of action. MacroGenics shall cooperate in the prosecution of such suit as may be reasonably requested by Servier; provided that Servier shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by MacroGenics in connection with such cooperation. In connection with any such proceeding, Servier shall not enter into any settlement admitting the invalidity of, or otherwise impairing MacroGenics’ rights in, MacroGenics IP or Joint IP without the prior written consent of MacroGenics. Any recoveries resulting from such an action brought by Servier in accordance with this clause (a) shall be applied as follows:
(i) First, to reimburse each Party for all Out-of-Pocket Costs in connection with such proceeding (on a pro rata basis, based on each Party’s respective litigation costs, to the extent the recovery was less than all such litigation costs); and
(ii) Second, ***
(b) MacroGenics shall have the first right, but not the obligation, to initiate a lawsuit or take other reasonable action to enforce the Joint Patents in the Field in the MacroGenics Territory. Notwithstanding the foregoing sentence, MacroGenics shall not initiate any such lawsuit or other enforcement action asserting any such Joint Patents without first consulting with Servier and giving good faith consideration to any reasonable objection from Servier ...
Enforcement Rights. Subject to the requirements set forth in Section 5(b) of Annex I to the Declaration as of the date hereof, the holders of Capital Securities shall have the voting rights set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights under the Debentures, a holder of Capital Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or interest on the Debentures on the date such principal or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall be subrogated to the rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the Debentures.
Enforcement Rights. A violation or threatened violation of this Article VII may be enjoined by the courts. The rights afforded the Company and its affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.
Enforcement Rights. A violation or threatened violation of this Article 7 by either party may be enjoined by the courts. The rights afforded the Employer, its affiliates, and the Executive under this provision are in addition to any and all rights and remedies otherwise afforded by law.
Enforcement Rights. 14 Section 4.5. Responsibilities of the Seller ................................ 15 Section 4.6. Servicing Fee ................................................. 15
Enforcement Rights. The Guarantors, prior to the payment in full of the Obligations and the termination of all financing arrangements among the Borrower and the Lenders, shall have no right to enforce any claim with respect to the Subordinated Debt, including, without limitation, any Permitted Payment, or otherwise to take any action against the borrower or the Borrower’s Property without the Administrative Agent’s prior written approval.
Enforcement Rights. The related Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose upon the related Mortgage;
Enforcement Rights. Cutia has the first right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in Infringement in the Cutia Territory. If Cutia elects to commence a suit to enforce such patent rights against such Infringement, then Foamix may join such enforcement action upon notice to Cutia, and in this case the Parties shall share the cost and expense of such enforcement action equally. If Cutia notifies Foamix that it does not intend to commence a suit to enforce the applicable Foamix Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of one hundred twenty (120) days, then Foamix may commence such a suit or take such action, at its sole cost and expense; provided that, in no event shall Cutia take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents in the Foamix Territory. If Foamix believes in good faith that the commencement of any such suit or action by Cutia would reasonably be likely to have such an impact, then Cutia shall not commence or continue such suit or action without the prior written consent of Foamix. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territory.
Enforcement Rights. We may waive or delay enforcing any of our rights without losing them. We may waive or delay enforcing a right against one of you without waiving it as to the other. If this is a joint Account, a default by one of you will be a default by all of you. A court decree for divorce or separation or a noncourt mutual agreement does not affect our ability to enforce this Contract or collect the Outstanding Balance against all liable parties if we were not a party to the decree or agreement.
