Enforcement Rights Sample Clauses
The enforcement-rights clause defines the legal powers and remedies available to a party if the other party breaches the agreement. Typically, this clause outlines the steps a non-breaching party can take, such as seeking damages, specific performance, or injunctive relief, and may specify the jurisdiction or process for enforcing these rights. Its core practical function is to ensure that parties have clear, actionable means to uphold the contract and address violations, thereby promoting accountability and reducing the risk of unresolved disputes.
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Enforcement Rights. (a) At any time following the occurrence and during the continuation of a Termination Event:
(i) the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrator or its designee,
(ii) the Administrator may instruct the Seller or the Servicer to give notice of the Purchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrator or its designee (on behalf of such Purchaser Groups), and the Seller or the Servicer, as the case may be, shall give such notice at the expense of the Seller or the Servicer, as the case may be; provided, that if the Seller or the Servicer, as the case may be, fails to so notify each Obligor, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors,
(iii) the Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Purchasers) at a place selected by the Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee, and
(iv) the Administrator may collect any amounts due from any Originator under the Sale Agreement.
(b) The Seller hereby authorizes the Administrator (on behalf of each Purchaser Group), and irrevocably appoints the Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Seller, which appointment is coupled with an interest, to take any and all steps in the name of the Seller and on behalf of the Seller necessary or desirable, in the determination of the Administrator, after the occurrence and during the continuation of a Termination Event, to collect any and all amounts or portions thereof due under any and all Pool Assets, including endorsing the name of the Seller on checks and other instr...
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. For any Product Infringement, each Party shall share with the other Party all information available to it that may be shared subject to Third Party obligations regarding such alleged infringement, pursuant to a mutually agreeable “common interest agreement” executed by the Parties under which the Parties agree to their shared, mutual interest in the outcome of any suit to enforce the Pfenex Patents against such Product Infringement.
(i) Jazz shall have the first right, but not the obligation, to bring an appropriate suit or take other action against any person or entity engaged in, or to defend against, a Product Infringement to the extent involving infringement of (A) any Pfenex Product-Specific Patent and (B) any Pfenex General Product Patent. Jazz shall consult with Pfenex and keep Pfenex reasonably informed of the status of the enforcement of such Pfenex Product-Specific Patent or Pfenex General Product Patent, as the case may be. Jazz shall consider Pfenex’s comments with respect to the enforcement of such Pfenex General Product Patent in good faith. Jazz shall not settle any such suit or action without providing Pfenex an opportunity to review and comment on such proposed settlement. Jazz shall not settle any such suit or action with respect to a Pfenex General Product Patent if Pfenex promptly notifies Jazz that it reasonably and in good faith believes that doing so would cause a material adverse effect on Pfenex’s intellectual property rights covering products other than a Product.
(ii) If Jazz does not, within one hundred eighty (180) days after its receipt or delivery of notice under Section 7.4(a), commence a suit to enforce an applicable Pfenex Sole Patent, take other action to terminate such Product Infringement with respect to an applicable Pfenex Sole Patent, or initiate a defense against such Product Infringement with respect to an applicable Pfenex Sole Patent, then upon Jazz’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Pfenex shall have the right, but not the obligation, to commence such a suit or take such an action to enforce the applicable Pfenex Sole Patent. In such event, Jazz shall take appropriate actions in order to enable Pfenex to commence a suit or take the actions set forth in the preceding sentence. Pfenex shall not settle any such suit or action in any manner that would negatively impact the applicable Pfenex Sole Patent or that would limit or restrict the ability of Jazz to sell...
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. (i) Subject to Section 8.4(d) and the remainder of this Section 8.4(b), during the Term, Purdue shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in such Product Infringement of the Transcept Patents in the U.S. Territory. If Purdue has not brought suit to enforce such Transcept Patent against such person or entity within thirty (30) days after Purdue’s receipt or delivery (as applicable) of notice and information under Section 8.4(a), then Transcept shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Transcept Patents with respect to such Product Infringement in the U.S. Territory. Each Party shall provide to the Party enforcing any such rights under this Section 8.4(b) reasonable assistance in such enforcement, including using best efforts if required to establish and maintain standing to join such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts.
(ii) In the event a Party brings a claim, suit or action under Section 8.4(b)(i) against any person or entity engaged in Product Infringement of the Transcept Patents in the U.S. Territory, Purdue shall be responsible for [***] and Transcept shall be responsible for [***] of the costs and expenses (including attorneys’ fees and expenses of litigation) incurred by the Parties as a result of such claim, suit or action. Notwithstanding the foregoing, in connection with any such claim, suit or action initiated by Purdue, Transcept’s responsibility for costs and expenses shall not exceed [***] per calendar year or [***] in aggregate over the Term, except with Transcept’s written consent. If either Party expends less than its respective percentage share of such costs and expenses, such Party shall pay the other Party the amount required to satisfy its percentage share for the relevant time period in cash or by offset against other amounts due to such Party from the other Party under this Agreement on a calendar quarter basis; provided that if Purdue is the Party that brings such claim, suit, or action, then Purdue shall have the right to offset such costs and expenses against payments due to Transcept under Article 7 so long as such payments are not reduc...
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. 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.