Legal and Other Proceedings. (a) (Indemnity for legal costs) The Trustee and the Manager shall be indemnified out of a Trust for all legal costs and disbursements on a full indemnity basis and all other cost, disbursements, outgoings and expenses incurred by the Trustee and the Manager in connection with:
(i) the enforcement or contemplated enforcement of, or preservation of rights under;
(ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; and
(iii) obtaining legal advice or opinions concerning or relating to the interpretation or construction of, this Deed or any other Transaction Document or otherwise under or in respect of such Trust provided that the enforcement, contemplated enforcement or preservation by the Trustee or the Manager (as the case may be) of the rights referred to in paragraph (i) or the court proceedings referred to in paragraph (ii) (including in each case the defence of any action, suit, proceeding or dispute brought against the Trustee or the Manager (as the case may be)), and the basis of incurring any those costs, disbursements, outgoings and expenses by the Trustee or the Manager (as the case may be): Page (81) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(iv) has been approved in advance by the Manager (such approval not to be unreasonably withheld) (in the case of the Trustee) or by an Extraordinary Resolution of the Noteholders of the Trust;
(v) is regarded by the Trustee or the Manager (as the case may be) as necessary to protect the interests of the Noteholders in relation to a Trust following a breach by the Manager or the Trustee (as the case may be) of its obligations under this Deed and the Trustee or the Manager (as the case may be) reasonably believes that any delay in seeking an approval under paragraph (iv) will be prejudicial to the interests of the Noteholders in relation to the Trust or the Trustee or the Manager (as the case may be); or
(vi) the Trustee or the Manager (as the case may be) reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Trustee or the Manager (as the case may be) against potential personal liability.
(b) (Defence of proceedings alleging negligence etc.) Each of the Trustee and the Manager shall be entitled to claim in respect of the above indemnity from the relevant T...
Legal and Other Proceedings. Neither the Company, nor any of its affiliates or its executive officers or directors (in their capacity as executive officers or directors), is a party to any pending or, to the best knowledge of the Company, threatened, or unasserted but considered by it to be probable of assertion, claim, action, suit, investigation, arbitration or proceeding, or is subject to any order, judgment or decree that is reasonably expected by management of the Company to have, either individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings or results of operations of the Company. The Company is not, as of the date hereof, a party to or subject to any enforcement action instituted by, or any agreement or memorandum of understanding with, any federal or state regulatory authority restricting its operations or requiring that actions be taken, and no such regulatory authority has threatened any such action, memorandum or order against the Company and the Company has not received any report of examination from any federal or state regulatory agency which requires that the Company address any problem or take any action which has not already been addressed or taken in a manner satisfactory to the regulatory agency.
Legal and Other Proceedings. Except as set forth in the SEC Documents, neither the Company, nor any of its affiliates or its executive officers or directors (in their capacity as executive officers or directors), is a party to any pending or, to the best knowledge of the Company, threatened, or unasserted but considered by it to be probable of assertion, claim, action, suit, investigation, arbitration or proceeding, or is subject to any order, judgment or decree that is reasonably expected by management of the Company to have, either individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings or results of operations of the Company. The Company is not, as of the date hereof, a party to or subject to any enforcement action instituted by, or any agreement or memorandum of understanding with, any federal or state regulatory authority restricting its operations or requiring that actions be taken, and no such regulatory authority has threatened any such action, memorandum or order against the Company and the Company has not received any report of examination from any federal or state regulatory agency which requires that the Company address any problem or take any action which has not already been addressed or taken in a manner satisfactory to the regulatory agency.
Legal and Other Proceedings. (a) (Indemnity for legal costs) The Trustee and the Trust Manager shall be indemnified out of a Trust for all legal costs and disbursements and all other cost, disbursements, outgoings and expenses incurred by the Trustee and the Trust Manager in connection with:
(i) the enforcement or contemplated enforcement of, or preservation of rights under; and
(ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of, this deed or any other Transaction Document or otherwise under or in respect of the Trust provided that the enforcement, contemplated enforcement or preservation by the Trustee of the rights referred to in paragraph (i) or the court proceedings referred to in paragraph (ii) (other than in each case the defence of any action, suit, proceeding or dispute brought against the Trustee), and the basis of incurring any those costs, disbursements, outgoings and expenses by the Trustee:
(iii) has been approved in advance by the Trust Manager or by an Extraordinary Resolution of the Noteholders of the Trust; or
Legal and Other Proceedings. 9.1 Upon the coming into effect of this Scheme, subject to the provisions of Clause 9.2 in relation to Tax proceedings, if any suit, appeal, legal or other proceeding of whatever nature, whether criminal or civil (including before any statutory or quasi- judicial authority or tribunal), under any Applicable Law, by or against the Transferor in relation to the Demerged Undertaking is pending on the Effective Date or is instituted any time thereafter, the same shall not xxxxx or be discontinued or in any way be prejudicially affected by reason of or by anything contained in this Scheme, but the said suit, appeal or other proceedings shall be continued, prosecuted and enforced by or against the Transferee, as the case may be, after the Effective Date, in the same manner and to the same extent as it would have been continued, prosecuted and enforced by or against the Transferor in relation to Demerged Undertaking as if this Scheme had not been made.
9.2 The provisions of this Clause 9.2 shall apply to any suit, appeal, legal or other proceeding of whatever nature, whether criminal or civil (including before any statutory or quasi-judicial authority or tribunal), under any Tax Law relating to the Demerged Undertaking. Any such proceedings in relation to the Demerged Undertaking and pertaining to the period prior to the Appointed Date, whether pending on the Effective Date or instituted at any time thereafter, shall not xxxxx or be discontinued or in any way be prejudicially affected by reason of or by anything contained in this Scheme, but shall be continued, prosecuted and enforced by or against the Transferor. Any such proceedings in relation to the Demerged Undertaking and pertaining to the period on or after the Appointed Date shall not xxxxx or be discontinued or in any way be prejudicially affected by reason of or by anything contained in this Scheme, and shall be continued, prosecuted and enforced by or against the Transferee, as the case may be, after the Effective Date, in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor in relation to Demerged Undertaking as if this Scheme had not been made.
9.3 If any proceedings are taken against the Transferor in respect of the matters referred to in this Clause 9, which is the responsibility of the Transferee, the Transferor shall defend the same in accordance with the advice of the Transferee and at the cost of the Transferee, an...
Legal and Other Proceedings. There are no legal or governmental proceedings pending or, to the best knowledge of the Obligors, threatened against any Obligor, its Subsidiaries or, to the best knowledge of the Obligors, the Non-Controlled Project Entities or its or their Property that could reasonably be expected to be adversely determined and, if determined adversely, could reasonably to expected to have a Material Adverse Effect.
Legal and Other Proceedings. Except as has been disclosed in writing to Subscriber in the Company's SEC Reports, neither the Company, nor any of its affiliates or its executive officers or directors (in their capacity as executive officers or directors), is a party to any pending or, to the best knowledge of the Company, threatened, or unasserted but considered by it to be probable of assertion, claim, action, suit, investigation, arbitration or proceeding, or is subject to any order, judgment or decree that is reasonably expected by management of the Company to have, either individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings or results of operations of the Company. The Company is not, as of the date hereof, a party to or subject to any enforcement action instituted by, or any agreement or memorandum of understanding with, any federal or state regulatory authority restricting its operations or requiring that actions be taken, and no such regulatory authority has threatened any such action, memorandum or order against the Company and the Company has not received any report of examination from any federal or state regulatory agency which requires that the Company address any problem or take any action which has not already been addressed or taken m' a manner satisfactory to the regulatory agency.
Legal and Other Proceedings. Neither the Company, nor any of its subsidiaries or affiliates or each of their respective directors or officers (in their capacity as directors or officers), is a party to any pending or, to the best knowledge of the Company, threatened, claim, action, suit, investigation, arbitration or proceeding, or is subject to any order, judgment or decree that is reasonably expected to have, either individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings or results of operations of the Company. The Company is not, as of the date hereof, a party to or subject to any enforcement action instituted by, or any agreement or memorandum of understanding with, any federal or state regulatory authority restricting its operations or requiring that actions be taken, and no such regulatory authority has threatened any such action, memorandum or order against the Company and the Company has not received any report of examination from any federal or state regulatory agency which requires that the Company address any problem or take any action which has not already been addressed or taken in a manner satisfactory to the regulatory agency.
Legal and Other Proceedings. Except as set forth on Schedule 5.15, there is no, and for the past five (5) years has not been any, pending Action that has been commenced by or against the Seller or that otherwise relates to or affecting the Business or any of the Acquired Assets. To the Knowledge of the Seller, no such Action has been threatened. Neither the Seller, the Business, nor any of the Acquired Assets is subject to or bound by any Governmental Order.
Legal and Other Proceedings. (a) (INDEMNITY FOR LEGAL COSTS) The Note Trustee shall be indemnified out of the Trust for all legal costs and disbursements and all other costs, disbursements, outgoings and expenses incurred by the Note Trustee in connection with:
(i) the enforcement or contemplated enforcement of, or preservation of rights under; and
(ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; this deed or any other Transaction Document or otherwise under or in respect of the Trust provided that the enforcement, contemplated enforcement or preservation by the Note Trustee of the rights referred to in sub-paragraph (i) or the court proceedings referred to in paragraph (ii) (other than in each case the defence of any action, suit, proceeding or dispute brought against the Note Trustee), and the basis of incurring any of those costs, disbursements, outgoings and expenses by the Note Trustee:
(iii) has been approved in advance by an Extraordinary Resolution of the US$ Noteholders; or
(iv) the Note Trustee reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Note Trustee against potential personal liability.
