Common use of Limitations on Suits by Holders Clause in Contracts

Limitations on Suits by Holders. Subject to the last sentence of this Section 6.3, no Holder of any CVR shall have any right under this Agreement to commence proceedings under or with respect to this Agreement, or for the appointment of a Rights Agent, receiver, liquidator, custodian or other similar official, for any other remedy hereunder, unless (a) such Holder previously shall have given to the Rights Agent written notice of default, (b) the Acting Holders shall have made written request upon the Rights Agent to commence such proceeding in its own name as Rights Agent hereunder and shall have offered to the Rights Agent such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Rights Agent for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence any such proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent pursuant to Section 6.4. Notwithstanding any other provision in this Agreement, the right of any Holder of any CVR to receive payment of the amounts that a Milestone Notice indicates are payable in respect of such CVR on or after the applicable due date, or to commence proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Holders. Subject to the last sentence of this Section 6.36.4, no Holder of any CVR shall have any right under this Agreement to commence proceedings under or with respect to this Agreement, or for the appointment of a Rights Agent, receiver, liquidator, custodian or other similar official, for any other remedy hereunder, unless (ai) such Holder previously shall have given to the Rights Agent written notice of default, (bii) the Acting Holders shall have made written request upon the Rights Agent to commence such proceeding in its own name as Rights Agent hereunder and shall have offered to the Rights Agent such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (ciii) the Rights Agent for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence any such proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent pursuant to Section 6.46.5. Notwithstanding any other provision in this Agreement, the right of any Holder of any CVR to receive payment of the amounts that a Milestone Notice indicates are payable in respect of such CVR on or after the applicable due date, or to commence proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Holders. Subject to the last sentence rights of this the Holders under Section 6.38.7, no Holder of any CVR Security shall have any right under by virtue or by availing of any provision of this CVR Agreement to commence proceedings institute any action or proceeding at Law or in equity or in bankruptcy or otherwise upon or under or with respect to this CVR Agreement, or for the appointment of a Rights Agenttrustee, receiver, liquidator, custodian or other similar official, official or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Rights Agent Trustee written notice of defaultdefault and of the continuance thereof, (b) as hereinbefore provided, and unless the Acting Majority Holders shall also have made written request upon the Rights Agent Trustee to commence institute such proceeding action or proceedings in its own name as Rights Agent trustee hereunder and shall have offered to the Rights Agent Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Rights Agent Trustee for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent Trustee pursuant to Section 6.4. Notwithstanding 8.9; it being understood and intended that no one or more of such Holders may obtain or seek to obtain priority or preference over any other provision in of such Holders or to enforce any right under this CVR Agreement, except for the right equal and ratable benefit of any Holder of any CVR to receive payment all such Holders. For the protection and enforcement of the amounts that a Milestone Notice indicates are payable provisions of this Section 8.6, each and every Holder and the Trustee shall be entitled to such relief as can be given either at Law or in respect of such CVR on or after the applicable due date, or to commence proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holderequity.

Limitations on Suits by Holders. Subject to the last sentence of this Section 6.35.3, no Holder of any CVR CER shall have any right under this Agreement to commence arbitration proceedings under or with respect to this Agreement, or for the appointment of a Rights Agent, receiver, liquidator, custodian or other similar official, for any other remedy hereunder, unless (ai) such Holder previously shall have given to the Rights Agent written notice of default, (bii) the Acting Holders shall have made written request upon the Rights Agent to commence such arbitration proceeding in its own name as Rights Agent hereunder and shall have offered to the Rights Agent such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (ciii) the Rights Agent for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence any such arbitration proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent pursuant to Section 6.45.4. Notwithstanding any other provision in this Agreement, the right of any Holder of any CVR CER to receive payment of the amounts that a Milestone CER Notice indicates are payable in respect of such CVR CER on or after the applicable due date, or to commence arbitration proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Holders. Subject to the last sentence right of this the Majority Holders under Section 6.37.6, no Holder of any CVR Security shall have any right under by virtue or by availing of any provision of this CVR Agreement to commence proceedings institute any action or proceeding at Law or in equity or in bankruptcy or otherwise upon or under or with respect to this CVR Agreement, or for the appointment of a Rights Agenttrustee, receiver, liquidator, custodian or other similar official, official or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Rights Agent Trustee written notice of defaultdefault and of the continuance thereof, (b) as hereinbefore provided, and unless also the Acting Majority Holders shall have made written request upon the Rights Agent Trustee to commence institute such proceeding action or proceedings in its own name as Rights Agent trustee hereunder and shall have offered to the Rights Agent Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Rights Agent Trustee for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent Trustee pursuant to Section 6.48.9. Notwithstanding any other provision in this Agreement, For the right of any Holder of any CVR to receive payment protection and enforcement of the amounts that a Milestone Notice indicates are payable provisions of this Section, each and every Holder and the Trustee shall be entitled to such relief as can be given either at Law or in respect of such CVR on or after the applicable due date, or to commence proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holderequity.

Limitations on Suits by Holders. Subject to the last sentence of this Section 6.3, no Holder of any CVR shall have any right under this Agreement to commence arbitration proceedings under or with respect to this Agreement, or for the appointment of a Rights Agent, receiver, liquidator, custodian or other similar official, for any other remedy hereunder, unless (ai) such Holder previously shall have given to the Rights Agent written notice of default, (bii) the Acting Holders shall have made written request upon the Rights Agent to commence such arbitration proceeding in its own name as Rights Agent hereunder and shall have offered to the Rights Agent such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (ciii) the Rights Agent for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence any such arbitration proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent pursuant to Section 6.4. Notwithstanding any other provision in this Agreement, the right of any Holder of any CVR to receive payment of the amounts that a Milestone Notice indicates are payable in respect of such CVR on or after the applicable due date, or to commence arbitration proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Holders. Subject to the last sentence rights of this the Holders under Section 6.38.7, no Holder of any CVR Security shall have any right under by virtue or by availing of any provision of this CVR Agreement to commence proceedings institute any action or proceeding at Law or in equity or in bankruptcy or otherwise upon or under or with respect to this CVR Agreement, or for the appointment of a Rights Agenttrustee, receiver, liquidator, custodian or other similar official, official or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Rights Agent Trustee written notice of defaultdefault and of the continuance thereof, (b) as hereinbefore provided, and unless the Acting Majority Holders shall also have made written request upon the Rights Agent Trustee to commence institute such proceeding action or proceedings in its own name as Rights Agent trustee hereunder and shall have offered to the Rights Agent Trustee such reasonable indemnity as it may require 37 against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Rights Agent Trustee for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent Trustee pursuant to Section 6.4. Notwithstanding 8.9; it being understood and intended that no one or more of such Holders may obtain or seek to obtain priority or preference over any other provision in of such Holders or to enforce any right under this CVR Agreement, except for the right equal and ratable benefit of any Holder of any CVR to receive payment all such Holders. For the protection and enforcement of the amounts that a Milestone Notice indicates are payable provisions of this Section 8.6, each and every Holder and the Trustee shall be entitled to such relief as can be given either at Law or in respect of such CVR on or after the applicable due date, or to commence proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holderequity.

Limitations on Suits by Holders. Subject to the last sentence of this Section 6.3, no Holder of any CVR shall have any right under this Agreement to commence arbitration proceedings under or with respect to this Agreement, or for the appointment of a Rights Agent, receiver, liquidator, custodian or other similar official, for any other remedy hereunder, unless (ai) such Holder previously shall have given to the Rights Agent written notice of default, (bii) the Acting Holders of at least 35% of the outstanding CVRs shall have made written request upon the Rights Agent to commence such arbitration proceeding in its own name as Rights Agent hereunder and shall have offered to the Rights Agent such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (ciii) the Rights Agent for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence any such arbitration proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent pursuant to Section 6.4. Notwithstanding any other provision in this Agreement, the right of any Holder of any CVR to receive payment of the amounts that a Milestone Notice indicates are payable in respect of such CVR on or after the applicable due date, or to commence arbitration proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Holders. Subject to the last sentence rights of this the Holders under Section 6.38.7, no Holder of any CVR Security shall have any right under by virtue or by availing of any provision of this CVR Agreement to commence proceedings institute any action or proceeding at Law or in equity or in bankruptcy or otherwise upon or under or with respect to this CVR Agreement, or for the appointment of a Rights Agenttrustee, receiver, liquidator, custodian or other similar official, official or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Rights Agent Trustee written notice of defaultdefault and of the continuance thereof, (b) as hereinbefore provided, and unless the Acting Majority Holders shall also have made written request upon the Rights Agent Trustee to commence institute such proceeding action or proceedings in its own name as Rights Agent trustee hereunder and shall have offered to the Rights Agent Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Rights Agent Trustee for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent Trustee pursuant to Section 6.4. Notwithstanding S ection 8.9; it being understood and intended that no one or more of such Holders may obtain or seek to obtain priority or preference over any other provision in of such Holders or to enforce any right under this CVR Agreement, except for the right equal and ratable benefit of any Holder of any CVR to receive payment all such Holders. For the protection and enforcement of the amounts that a Milestone Notice indicates are payable provisions of this S ection 8.6, each and every Holder and the Trustee shall be entitled to such relief as can be given either at Law or in respect of such CVR on or after the applicable due date, or to commence proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holderequity.

Limitations on Suits by Holders. Subject to the last sentence of this Section 6.3, no Holder of any CVR shall have any right under this Agreement to commence arbitration proceedings under or with respect to this Agreement, or for the appointment of a Rights Agent, receiver, liquidator, custodian or other similar official, for any other remedy hereunder, unless (ai) such Holder previously shall have given to the Rights Agent written notice of default, (bii) the Acting Holders shall have made written request upon the Rights Agent to commence such arbitration proceeding in its own name as Rights Agent hereunder and shall have offered to the Rights Agent such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (ciii) the Rights Agent for fifteen (15) days after its receipt of such notice, request and offer of indemnity shall have failed to commence any such arbitration proceeding and no direction inconsistent with such written request shall have been given to the Rights Agent pursuant to Section 6.4; provided that in the event of an insolvency, bankruptcy or similar proceeding of Purchaser or any of its controlled Affiliates, individual Holders shall be entitled to assert claims in such proceeding and take related actions in pursuit of such claims with respect to any payment that may be claimed by or on behalf of Purchaser or by any creditor of Purchaser. Notwithstanding any other provision in this Agreement, the right of any Holder of any CVR to receive payment of the amounts that a Milestone Notice indicates are payable in respect of such CVR on or after the applicable due date, or to commence arbitration proceedings for the enforcement of any such payment on or after such due date, shall not be impaired or affected without the consent of such Holder.