Limit on Right of Action Sample Clauses

Limit on Right of Action. (a) The Subordinated Lender agrees for the benefit of the Lenders and all future holders of the Senior Indebtedness that so long as the Senior Indebtedness remains outstanding or committed to be advanced, the Subordinated Lender will not, directly or indirectly, without the prior written consent of the Lenders, take any action to exercise any of its remedies in respect of the Subordinated Indebtedness or any guarantee of payment thereof, to initiate any Reorganization of, or litigation against, the Borrower or any guarantor of the Subordinated Indebtedness, or to foreclose or otherwise realize on any security given by the Borrower or any other person to secure the Subordinated Indebtedness. (b) The foregoing provisions of this Section 4 are solely for the purpose of defining the relative rights of the Lenders, on the one hand, and the Subordinated Lender, on the other, and shall not otherwise limit or affect any rights which the Subordinated Lender may have against the Borrower under the terms of the Subordinated Agreements.
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Limit on Right of Action. (a) Each Purchaser, for itself and its successors and assigns, agrees for the benefit of the holders of the Senior Indebtedness that so long as any part of the Senior Indebtedness remains outstanding, the Purchaser will not take any action to accelerate or demand the payment of the Subordinated Indebtedness or to foreclose or otherwise realize on any security or guaranty given by the Company, any Subsidiary Guarantor or any of their Affiliates to secure or guarantee the Subordinated Indebtedness prior to the earlier of (i) a Reorganization or (ii) the acceleration of the Senior Indebtedness by the holders thereof; provided, that, the prohibition contained in this sentence shall not be applicable during any period which does not constitute a Blockage Period (as hereinafter defined); provided, further, that the Purchaser, for itself and its successors and assigns shall be permitted to take any such action only following the passage of 30 days after the Agent has received written notice of the intention of the Purchaser, for itself and its successors and assigns to take any such action and setting forth a description of the action proposed to be taken, which notice may be delivered only at such time as a default shall have occurred and be continuing with respect to the Subordinated Indebtedness. The foregoing provisions of this Section 4.4 are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand and the holders of the Subordinated Indebtedness on the other hand and shall not limit or otherwise affect any rights which the holders of the Subordinated Indebtedness may have against the Company under the terms of this Agreement or the Notes. Each Purchaser, for itself and its successors and assigns agrees that it will not take any action that will impede, interfere with or restrict or restrain the exercise by the holders of the Senior Indebtedness of their rights and remedies under the Senior Secured Notes (including, without limitation, the right to apply for and have a receiver appointed thereunder for the assets or stock of any CanArgo Group Member) and, upon commencement of any Reorganization, will take such actions as may be reasonably necessary or appropriate to effectuate the obligations of the Purchasers pursuant to this Agreement. (b) If an Event of Default other than a Payment Default shall have occurred, no payment on the Subordinated Indebtedness shall be made for a period (a “Blockage Period”) of...
Sample 1See All (5)
Limit on Right of Action. The Subordinated Lender, for itself and its successors and assigns, agrees for the benefit of the holders of the Senior Indebtedness that, except as otherwise provided herein, until Payment in Full of the Senior Indebtedness, the Subordinated Lender will not, directly or indirectly, take any action to accelerate or demand payment of the Subordinated Indebtedness by Borrower or any guarantor of the Senior Indebtedness, to collect or receive any direct or indirect payment or distribution of assets of any kind or character, whether in cash, properties or securities (other than Conversion Securities issued upon a Conversion and any Fractional Payments made in connection therewith), by setoff or otherwise, on or with respect to the Subordinated Indebtedness, to exercise any of its remedies in respect of the Subordinated Indebtedness, to initiate or join with any creditor in initiating any Insolvency Proceeding of, or litigation against, Borrower or any guarantor of the Senior Indebtedness, or to foreclose or otherwise realize on any security given by Borrower or any other person to secure the Subordinated Indebtedness, prior to the Payment in Full of the Senior Indebtedness. The foregoing provisions of this Section 7 are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand and the Holders of the Subordinated Indebtedness on the other and shall not otherwise limit or affect any rights which the Holders of the Subordinated Indebtedness may have against Borrower under the terms of the Convertible Notes or any other Subordinated Agreements.
Sample 1
Limit on Right of Action. The Subordinated Creditors, for themselves and their respective successors and assigns, agree for the benefit of the holders of the Senior Obligations that the Subordinated Creditors will not take any action to accelerate or demand the payment of the Subordinated Obligations or to foreclose or otherwise realize on any security or guaranty given by the Borrowers or any of their Affiliates to secure or guarantee the Subordinated Obligations (a) if a Payment Default shall have occurred and be continuing, (b) if a Blockage Period shall have commenced and be continuing, or (c) at any time following any acceleration of the Senior Obligations (unless such acceleration is subsequently rescinded by the Senior Creditor). In any event, no such action to accelerate or demand the payment of the Subordinated Obligations or to foreclose or otherwise realize on any security or guaranty shall be taken by the Subordinated Creditor unless the Subordinated Creditors have given the Senior Creditor thirty (30) days prior written notice. Notwithstanding anything to the contrary set forth herein, Wynnchurch and any other Subordinated Creditor may accelerate the Subordinated Indebtedness at any time after the Senior Indebtedness has been accelerated, and Wynnchurch and any other Subordinated Creditor may participate in any proceeding with respect to a Reorganization not initiated by or at the request of a Subordinated Creditor or any other persons acting in concert with a Subordinated Creditor; provided that the provisions of Section 2.2 of this Agreement shall continue to apply to any distributions made to any creditors in connection with such Reorganization. The foregoing provisions of this section 6 are solely for the purpose of defining the relative rights of the holders of Senior Obligations on the one hand and the holders of the Subordinated Obligations on the other hand and shall not limit or otherwise affect any rights which the holders of the Subordinated Obligations may have against the Borrowers under the terms of the Subordinated Note and Warrant Documents.
Sample 1
Limit on Right of Action. Subordinated Creditor, for itself and its heirs, representatives, successors and assigns, agrees for the benefit of the holders of the Senior Indebtedness that, except as otherwise provided in the Loan Agreement, so long as the Senior Indebtedness remains outstanding or Lender's commitment to make Advances under the Loan Agreement remains, Subordinated Creditor will not, directly or indirectly, take any action to accelerate or demand payment by Borrower of Subordinated Indebtedness, to exercise any of its remedies in respect of Subordinated Indebtedness, to initiate any Insolvency Proceeding of, or litigation against, Borrower, or to foreclose or otherwise realize on any security given by Borrower or any other person to secure Subordinated Indebtedness prior to the payment in full in cash of the Senior Indebtedness. The foregoing provisions of this Section 7 are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand and the holders of the Subordinated Indebtedness on the other and shall not otherwise limit or affect any rights which the holders of Subordinated Indebtedness may have against Borrower under the terms of the agreements evidencing Subordinated Indebtedness.
Sample 1
Limit on Right of Action. Each of the Subordinated Lenders agrees that so long as the Senior Indebtedness remains outstanding, such Subordinated Lender will not, directly or indirectly, take any action to accelerate or demand payment by the Company or the Subsidiaries of the Subordinated Indebtedness, to exercise any of its remedies in respect of the Subordinated Indebtedness, to initiate any Reorganization of, or litigation in respect of the Subordinated Indebtedness against, the Company or the Subsidiaries, or to foreclose or otherwise realize on any security given by the Company or the Subsidiaries or any other person to secure the Subordinated Indebtedness; provided, however, that (i) upon acceleration of the Senior Indebtedness by the Senior Lender, the Subordinated Lenders may, in their discretion, accelerate all or any part of the Subordinated Indebtedness, (ii) in a Reorganization the holders of Subordinated Indebtedness may file, prosecute and defend a proof of claim as to the Subordinated Indebtedness, may file motions and objections to motions, may negotiate, vote on and object to any plan of reorganization, and may seek relief from the automatic stay provisions of bankruptcy law, in each case so long as such proof of claim or action does not contest the Senior Lender's priority and rights under this Agreement, and (iii) nothing herein shall prevent any director of the Company or any Subsidiary from voting, in the exercise of his or her fiduciary duties, to approve the initiation by the Company or such Subsidiary of a Reorganization.
Sample 1
Limit on Right of Action. For so long as any Credits remain outstanding or any commitments of United Grain or Harvest States to make loans or other extensions of credit to the Company under any of the Credit Documents remain outstanding, the holders of Credits shall not take any action (other than providing notice to the Company of any default under the Credits) to accelerate or demand payment of the Credits, to exercise any of their rights or remedies under the Credit Documents, including the Security Agreement, or otherwise collect any amount due in respect of the Credits, to initiate any litigation against or reorganization of, the Company, without the written consent of the other holder of Credits. The foregoing provisions of this Section 7.8 are solely for the purpose of defining the relative rights of the holders of Credits and shall not limit or otherwise affect any rights which the holders of Credits may have against the Company under the Credit Documents or otherwise.
Sample 1
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Limit on Right of Action. Each Subordinated Creditor, for itself and its ------------------------ successors and assigns, agrees for the benefit of Senior Creditor, that until all Senior Obligations shall have been paid in full after the termination of the Senior Documents, each Subordinated Creditor agrees it will not accelerate the maturity date of the Subordinated Obligations or commence any action, suit or other legal or equitable proceeding or otherwise seek to enforce its rights, powers or remedies as such holder with respect to the payment of any Subordinated Obligations, the performance of any obligations with respect thereto or the collection thereof, whether under any Subordinated Agreement, under applicable law or against any collateral.
Sample 1

Related to Limit on Right of Action

  • Right of Action All rights of action in respect to this Agreement are vested in the respective registered holders of the Warrant Certificates; and any registered holder of any Warrant Certificate, without the consent of the Warrant Agent or of any other holder of a Warrant Certificate, may, in his own behalf for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by such Warrant Certificate, for the purchase of shares of the Common Stock in the manner provided in the Warrant Certificate and in this Agreement.

  • Right of Revocation of Action Taken At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.

  • Settlement of Actions Neither the Manager nor any other Underwriter party to this Master AAU may settle or agree to settle any Action related to or arising out of the Offering, nor may any other Underwriter settle or agree to settle any such Action without the consent of the Manager, nor may any other Underwriter seek the Manager’s consent to any such settlement agreement, nor may the Manager consent to any such settlement agreement, unless: (A) the Manager, together with such other Underwriters as constitute a majority in aggregate interest based on the Underwriting Percentage of the Underwriters as a whole (including the Manager’s interest), approve the settlement of such Action, in which case the Manager is authorized to settle for all Underwriters, provided, however, that the settlement agreement results in the settlement of the Action against all Underwriters raised by the plaintiffs party thereto; or (B) (i) such settlement agreement expressly provides that the non-settling Underwriters will be given a judgment credit (or credit in settlement) with respect to all such Actions for which the non-settling Underwriters may be found liable (or will pay in subsequent settlement), in an amount that is the greatest of: (x) the dollar amount paid in such initial settlement to settle such Actions, (y) the proportionate share of the settling Underwriter’s fault in respect of common damages arising in connection with such Actions as proven at trial, if applicable, or (z) the amount by which the settling Underwriter would have been required to make contribution had it not settled, under Sections 9.5 and 11.2 hereof in respect of the final non-appealable judgment (or settlement) subsequently entered into by the non-settling Underwriters (such greatest amount of either (x), (y), or (z), the “Judgment Credit”);3 (ii) such settlement agreement expressly provides that in the event that the applicable court does not approve the Judgment Credit as part of the settlement, the settlement agreement will automatically terminate; and (iii) the final judgment entered with respect to the settlement agreement contains the Judgment Credit.

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • No Right to Set-Off The Recipient shall timely pay the full amount of Service Charges and Reimbursement Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

  • LANDLORD'S RIGHT OF ACCESS Landlord and its contractors and representatives shall have the right to enter the Premises at all reasonable times to perform janitorial and cleaning services and, after verbal notice (except in the case of emergencies), to inspect the same, to make repairs, alterations and improvements, to maintain the Premises and the Building, specifically including, but without limiting the generality of the foregoing, to make repairs, additions or alterations within the Premises to mechanical, electrical and other facilities serving other premises in the Building, to post such reasonable notices as Landlord may desire to protect its rights, to exhibit the Premises to mortgagees and purchasers, and, during the one hundred eighty (180) days prior to the expiration of the Term, to exhibit the Premises to prospective tenants. In the event the Premises is vacant, Landlord may place upon the doors or in the windows of the Premises any usual or ordinary “To Let,” “To Lease,” or “For Rent” signs. Tenant shall permit Landlord to erect, use, maintain and repair pipes, cables, conduit, plumbing, vents and wires, in, to and through the Premises to the extent Landlord may now or hereafter deem necessary or appropriate for the proper operation, maintenance and repair of the Building and any portion of the Premises. In exercising its rights under this Article 16, Landlord will use reasonable efforts to minimize any interference with Tenant’s use or occupancy of the Premises, provided that Landlord will not be obligated to provide overtime labor or perform work after regular Building hours.

  • No Right of Set-Off The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.

  • Right to Set Off Notwithstanding anything to the contrary in this License Agreement, each Party has the right at all times to retain and set off against all amounts due and owing to the other Party as determined in a final judgment any damages recovered by such Party for any Losses incurred by such Party.

  • Limitation of Action No claim or cause of action, regardless of form, arising out of or related to the Main Residency Match, this Agreement, or the breach thereof, or any other dispute between the NRMP and any applicant or program participating, or seeking participation, in the Main Residency Match, may be brought in an arbitral, judicial, or other proceeding by any party more than 30 calendar days after the cause of action has accrued, regardless of any statute, law, regulation, or rule to the contrary ("Limitation Period"). The Limitation Period shall commence the day after the day on which the cause of action accrued. Failure to institute an arbitration proceeding within the Limitation Period will constitute an absolute bar and waiver of the institution of any proceedings, whether in arbitration, court, or otherwise, with respect to such cause of action. A cause of action that has become time-barred may not be exercised by way of counter claim or relied upon by way of exception. In addition, any party who desires to contest a decision of a Review Panel of the NRMP must notify the NRMP in writing of its intent to seek arbitration within 10 business days from that party's receipt of the Panel's report and must file a written demand for arbitration within 30 calendar days of receipt of such report, in accordance with the terms of the Violations Policy. If notice of a party’s intent to seek arbitration is not received in writing by the NRMP within 10 business days from that party’s receipt of the Review Panel Report, or if the party does not file a written demand for arbitration within 30 calendar days of receipt of the Review Panel Report, that party is deemed to have waived and is barred from later filing a demand for arbitration or seeking other relief.

  • Right of Indemnitee to Bring Suit If a claim under Section 5.4 or 5.5 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation. Neither the failure of the Company (including the Sole Member, the Managers or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation, nor an actual determination by the Company (including the Sole Member, the Managers or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such

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