LIMITATION ON RIGHTS AND REMEDIES. In any action or proceeding involving the Trust Fund, or the administration of the Trust Fund, only the Trustee and the Employer shall be the necessary parties. Unless otherwise ordered by the court entertaining jurisdiction thereover, no other person having or claiming to have an interest in the Trust Fund shall be entitled to any notice or service of process. Any final judgment entered in such an action or proceeding shall be conclusive upon all persons claiming under this Trust Agreement.
LIMITATION ON RIGHTS AND REMEDIES. Notwithstanding the provisions of Section 15.3 hereof, when the sole Event of Default is an Event of Default caused by Section 15.1(k) hereof, Agent will, for a period of time designated by Agent in its sole discretion, refrain from accelerating the Loan if Borrower promptly (a) proposes, and diligently pursues, a course of action (for example, for collection, restructuring, or assignment) with respect to such Underlying Term Loan to which course of action the Super Majority give Agent their written approval in their sole discretion; (b) ceases making advances thereunder; and (c) charges interest on such Underlying Term Loan at the default rate specified in the relevant Underlying Term Loan Documents).
LIMITATION ON RIGHTS AND REMEDIES. Notwithstanding anything herein to the contrary, until such time as (i) the Senior Release Conditions have been satisfied and (ii) there are no remaining Additional Senior Secured Obligations secured by this Agreement, Silent Collateral Lienholders shall not be entitled to (A) exercise (or to direct the Collateral Agent to exercise) any rights (including any rights to approve or disapprove any action or inaction by the Collateral Agent) or remedies with respect to the Collateral, including without limitation the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral or (2) request any action, institute proceedings, give any instructions, make any election, notice account debtors or make collections with respect to all or any portion of the Collateral or (B) demand, accept or obtain any lien and/or security interest in any Collateral.
LIMITATION ON RIGHTS AND REMEDIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT OR INSTRUMENT ENTERED INTO IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE AGREEMENTS OR INSTRUMENTS TO BE ENTERED INTO AT OR IN CONNECTION WITH CLOSING (COLLECTIVELY, THE "DOCUMENTS"):
1. PURCHASER'S RIGHTS AND REMEDIES IN THE EVENT SELLER FAILS TO COMPLY WITH ANY OBLIGATION ("OBLIGATION") UNDER ANY DOCUMENT, INCLUDING, BUT NOT LIMITED TO ANY REPRESENTATION, WARRANTY, COVENANT AND INDEMNITY (OTHER THAN SELLER'S FAILURE TO MAKE THE CONVEYANCE AT CLOSING SET FORTH IN PARAGRAPH 8) SHALL BE LIMITED TO THE RIGHT TO TERMINATE THIS AGREEMENT ON OR BEFORE THE CLOSING DATE.
2. NO OBLIGATION OF SELLER SHALL SURVIVE THE CLOSING (OTHER THAN THE OBLIGATION TO TURN OVER RENTS RECEIVED).
3. SELLER SHALL NOT BE OBLIGATED TO PERFORM ANY ACT OR EXECUTE ANY DOCUMENT WHICH REQUIRES INCURRING OUT OF POCKET COSTS (OTHER THAN ITS OWN LEGAL FEES).
4. SELLER SHALL NOT BE REQUIRED TO CLOSE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT UNLESS A PARENT OR AFFILIATE OF PURCHASER SHALL HAVE ACQUIRED FROM EXISTING LENDER (AND GIVEN TO SELLER EVIDENCE THEREOF REASONABLY SATISFACTORY TO SELLER) ALL RIGHT, TITLE AND INTEREST OF EXISTING LENDER IN AND TO THE EXISTING LOAN DOCUMENTS, INCLUDING BUT NOT LIMITED TO ANY RIGHT WHICH EXISTING LENDER MAY HAVE TO ASSERT ANY CLAIM, ACTION OR CAUSE OF ACTION AGAINST SELLER.
5. THERE SHALL BE NO PRORATIONS OF ANY KIND OR OBLIGATIONS TO PAY ANY AMOUNTS TO PURCHASER OR ANY OTHER PERSON OR ENTITY, WHETHER OR NOT ANY SUCH AMOUNTS ARE DELINQUENT, INCLUDING, BUT NOT LIMITED TO TAXES. PURCHASER ACKNOWLEDGES AND AGREES THAT THE EXISTING LOAN DOCUMENTS IMPOSE UPON SELLER CERTAIN OBLIGATIONS WITH RESPECT TO PAYMENT OF AVAILABLE CASH FLOW. THE RIGHTS OF THE HOLDER OF THE EXISTING LOAN DOCUMENTS SHALL BE LIMITED TO THE EXTENT SET FORTH THEREIN, INCLUDING BUT NOT LIMITED TO PARAGRAPH 36 OF THE SECURITY AGREEMENT AND MORTGAGE DEEDS DESCRIBED IN EXHIBIT ___ HERETO.
6. WITHOUT LIMITATION ON THE FOREGOING, BUT IN ADDITION THERETO, NEITHER SELLER NOR ANY PRESENT OR FUTURE ADVISOR, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE, BENEFICIARY, SHAREHOLDER, PARTICIPANT, DIRECT OR INDIRECT PARTNER OR AGENT OF SELLER, OR ANY OTHER PERSON OR ENTITY, SHALL HAVE ANY PERSONAL LIABILITY, DIRECTLY OR INDIRECTLY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH; AND PURCHASER AND ITS S...
LIMITATION ON RIGHTS AND REMEDIES. Notwithstanding anything to the contrary herein, in the other Junior Security Documents or in the 2009 Notes Indenture, the Trustee shall not be entitled to exercise (whether upon its own initiative or at the direction of any one or more of the 2009 Noteholders) any rights or remedies in respect of the Liens under the Junior Security Documents, or to enforce any of the Junior Security Documents, until the Senior Payment Date; PROVIDED that nothing herein shall prevent the 2009 Noteholders or the Trustee from declaring an "Event of Default" under the 2009 Notes Indenture, accelerating the Junior Secured Obligations, bringing suit thereon, filing proofs of claims or otherwise exercising rights or remedies under the 2009 Notes Indenture or the Junior Security Documents other than exercising rights or remedies in respect of their Liens under the Junior Security Documents.
LIMITATION ON RIGHTS AND REMEDIES. Notwithstanding the provisions of Section 15.3 hereof, when the sole Event of Default is an Event of Default caused by Section 15.1(j) hereof, Agent will, for a period of time designated by Agent in its sole discretion, refrain from accelerating the Loans if Borrower promptly proposes, and diligently pursues, a course of action to remedy such default or minimize the effects on Borrower’s operations of such default (for example, by executing a similar agreement with another Person to supply the same number of cattle or to provide the same processing or marketing services on substantially the same economic terms) to which course of action the Majority Lenders give Agent their prior written approval in their sole discretion.
LIMITATION ON RIGHTS AND REMEDIES. Notwithstanding anything herein to the contrary:
(a) at all times until all Revolver Secured Obligations have been paid in full in cash and the Revolver Release Conditions shall have been satisfied, none of the Secured Revolver Cash Management Parties, the Secured Term Parties or the Junior Secured Parties (in each case, in their respective capacities as such) shall be entitled to (A) exercise (or to direct the Collateral Agent to exercise) any rights (including any rights to approve or disapprove any action or inaction by the Collateral Agent) or remedies with respect to the First Tier Revolver Collateral, including without limitation the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the First Tier Revolver Collateral or (2) request any action, institute proceedings, give any instructions, make any election, notice account debtors or make collections with respect to all or any portion of the First Tier Revolver Collateral or (B) demand, accept or obtain any lien and/or security interest in any First Tier Revolver Collateral (except for the Transaction Liens arising under, and subject to the terms of, this Agreement).
(b) at all times until all Term Secured Obligations have been paid in full in cash and the Term Release Conditions shall have been satisfied, none of the Secured Revolver Parties or the Junior Secured Parties (in their capacities as such) shall be entitled to (A) exercise (or to direct the Collateral Agent to exercise) any rights (including any rights to approve or disapprove any action or inaction by the Collateral Agent) or remedies with respect to the First Tier Term Collateral, including without limitation the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the First Tier Term Collateral or (2) request any action, institute proceedings, give any instructions, make any election, notice account debtors or make collections with respect to all or any portion of the First Tier Term Collateral or (B) demand, accept or obtain any lien and/or security interest in any First Tier Term Collateral (except for the Transaction Liens arising under, and subject to the terms of, this Agreement).
LIMITATION ON RIGHTS AND REMEDIES. Nothing contained herein shall be construed as limiting or waiving any rights of the CHAMBER to pursue any remedy which may be available to it in law or in equity. Nothing contained herein shall act as a limitation of the CHAMBER’s rights in the event that GRANTEE fails to comply with the terms of this Agreement.
LIMITATION ON RIGHTS AND REMEDIES in Respect of ----------------------------------------------- Collateral. This Agreement does not enlarge or otherwise modify the rights that ---------- the Trustee holds for the benefit of the Trade Vendors with respect to the Collateral under the Collateral Documents or under applicable law, and does not confer any additional such rights, but rather is intended to provide a mechanism for the Trustee, on behalf of the Trade Vendors, to enforce such rights. Without limiting the generality of the foregoing, nothing in this Agreement shall permit the Trustee to exercise any right or remedy with respect to the Collateral, except to the extent specifically provided under the Collateral Documents, but subject to the terms and conditions of the Subordination Agreement.
LIMITATION ON RIGHTS AND REMEDIES. Each of the parties hereto --------------------------------- agrees that this Escrow Agreement sets forth in full the complete terms of the Settlement among the parties of all matters relating to SRK and the Stock Purchase Agreement and all transactions resulting therefrom and contemplated thereby, and that all parties shall hereafter look solely to, and be limited by, the terms of the Escrow Agreement with respect to all issues, matters, rights and remedies in any manner heretofore or hereafter arising with respect to any and all such matters relating to SRK and the Stock Purchase Agreement.
