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Lender's Special Rights Sample Clauses

Lender's Special Rights. 3.4.1 In the event Lender, in its sole discretion, should reasonably believe that an Event of Default as described in Paragraph 8 has occurred, Lender (through any of its officers, employees, auditors or agents) shall have the right, upon the giving of notice to Borrower, and after the expiration of any cure period (if applicable) without said default being cured, at any time or times hereafter to: (a) on not less than sixty (60) days' written notice to Borrower, permanently reduce the Revolving Credit Limit; (b) confirm orders, Account Debtor balances and invoices and verify the validity of Accounts, Inventory and/or invoices or any other matter relating to any Account or Inventory by mail, telephone, telegraph or otherwise, in the name of Borrower or Lender or any other name Lender so chooses; (c) notify all Account Debtors that the Accounts have been assigned to Lender and Lender has a security interest therein; (d) direct all Account Debtors to make payment to Lender of all Accounts; (e) enforce payment and collect, by legal proceedings or otherwise, any Accounts in the name of Lender; and (f) during Borrower's usual business hours, or during the usual business hours of any third party having control over the Records of Borrower, (i) conduct such collateral examinations and audits Lender deems appropriate of Borrower's books and Records, and (ii) inspect and verify Borrower's books and Records in order to verify the amount or condition of, or any other matter relating to, the Collateral and Borrower's financial condition. 3.4.2 Lender shall be entitled to conduct, from time to time during the term of this Agreement, examinations of Borrower's business operations, Inventory and Records and to check and test the same as to quality, quantity, value and condition. Borrower will be obligated to pay or reimburse Lender for the costs of such examinations.
Sample 1
Lender's Special Rights. Lender (through any of its officers, employees, auditors or agents) shall have the right in its sole discretion and without notice to Borrowers at any time or times hereafter to: (a) confirm Payment Receivable balances and verify the validity of Payment Receivables or any other matter relating to any Payment Receivable by mail, telephone, or otherwise, in the name of Borrowers or Lender or any other name Lender
Sample 1
Lender's Special Rights. 2.2.1 Lender (through any of its officers, employees, auditors or agents) shall have the right in its sole discretion and without notice to Borrowers at any time or times hereafter to: (a) confirm orders, Account Debtor balances and invoices and verify the validity of Accounts, and/or invoices or any other matter relating to any Account by mail, telephone, telegraph or otherwise, in the name of Borrowers or Lender or any other name Lender so chooses; (b) notify all Account Debtors that the Accounts have been assigned to Lender and Lender has a security interest therein; (c) direct all Account Debtors to make payment to Lender of all Accounts; (d) enforce payment and collect, by legal proceedings or otherwise, any Accounts in the name of Lender; and (e) during Borrowers’ usual business hours, or during the usual business hours of any third party having control over the Records of Borrowers, (i) conduct such collateral examinations and audits Lender deems appropriate of Borrowers’ booksand Records, and (ii) inspect and verify Borrowers’ books and Records in order to verify the amount or condition of,or any other matter relating to, the Collateral and Borrowers’ financial condition. 2.2.2 Lender shall be entitled to conduct, from time to time during the term of this Agreement, examinations of Borrowers’ business operations, and Records and to check and test the same as to quality, quantity, value and condition. Borrowers will be obligated to pay or reimburse Lender for the costs of such examinations.
Sample 1

Related to Lender's Special Rights

  • Option Closing Date Opinions of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinions of each counsel listed in Sections 4.2.1 and 4.2.2, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsels in their respective opinions delivered on the Closing Date.

  • Exculpation Among Investors Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Liability of the Holders of the Certificates The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Bondholder in the capacity of an investor in the Bonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

  • Exculpation Among Purchasers The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

  • Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Relation Among Lenders The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender.

  • Relations Among Lenders (A) Except with respect to the exercise of set-off rights of any Lender in accordance with Section 12.1, the proceeds of which are applied in accordance with this Agreement, and except as set forth in the following sentence, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Borrower or any other obligor hereunder or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, at the direction of the Agent. (B) The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender. The Agent shall have the exclusive right on behalf of the Lenders to enforce on the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

  • Closing Date and Option Closing Date Opinion of Counsel On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of GM, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to BM, confirming as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM in their opinion delivered on the Effective Date.

Most Referenced Clauses

Most Referenced Definitions