Protective Actions Sample Clauses
Protective Actions. Our agent may take actions to protect our rights or those of any of our Affiliates by events identified by our agent and may include requiring you to deposit funds or other collateral with us or our agent, changing the speed of payment for Charges, exercising Chargeback under any of our Chargeback programs, and charging you fees for Disputed charges. Our agent may establish the Reserve; increase the Reserve from time to time; make deductions and withhold from, and recoup and set-off against the Reserve any amounts owed under the Agreement; and terminate the Agreement on our behalf. Our agent will inform you if a Reserve is established. You must provide to our agent promptly, upon request, information about your finances, creditworthiness, and operations, including your most recent certified financial statements. You must notify our Agent immediately of the occurrence of any event described in Section 3.b.vii of the General Provisions.
Protective Actions. Creation of Reserve
a. Regardless of any contrary provision in this Agreement, we may, in our reasonable judgment, determine that
b. Some of the events that may cause us to establish a Reserve include:
(i) your ceasing a substantial portion of or adversely altering your operations, in which case you must notify us immediately;
(ii) your selling all or substantially all of your assets or any party acquiring 25% or more of the equity interests issued by you (other than parties owning 25% or more of such interests at the date of this Agreement), whether through acquisition of new equity interests, previously outstanding interests, or otherwise (in each case whether as single or multiple transactions), in which case you must notify us immediately;
(iii) your suffering a material adverse change in your business;
(iv) your becoming insolvent, in which case you must notify us immediately;
(v) our receiving a disproportionate volume (whether in value or number) of Disputed Charges at any or all of your Establishments;
(vi) our reasonable belief that a Charge has not been authorised by the Cardmember;
(vii) our reasonable belief that you will not be able to perform your obligations under this Agreement, under any Other Agreement, or to Cardmembers;
(viii) any protective action by a Merchant Acquirer, or self-executing protective action or remedy under a Merchant Acquirer Agreement, that is used, or occurs, to mitigate any significant risk of loss under a material Merchant Acquirer Agreement, in which case you must notify us immediately;
(ix) your failing to provide any information reasonably requested by us; or
(x) your breach of the terms of this Agreement.
c. If an event leads us to believe that we need to create a Reserve, we will consider this to be a material breach and we may:
(i) establish a Reserve;
(ii) require you to stop accepting Charges immediately upon receipt of notice from us. If you continue to accept Charges after we notify you, we will not pay you for those Charges;
(iii) take other reasonable actions to protect our rights or those of any of our Affiliates, including changing the speed or method of payment for Charges, exercising our Chargeback rights, or charging you fees for Disputed Charges; and/or
(iv) terminate this Agreement for material breach immediately upon notice to you.
d. We may increase the amount of the Reserve at any time provided that the amount of the Reserve will not exceed an amount sufficient, in our reasonable opinion, to sa...
Protective Actions. 5.1 Each party shall promptly notify the other party in writing of any infringement of purported or threatened infringement of a Joint Patent that may adversely impact the rights of the parties hereunder, of which it becomes aware ("Infringement").
5.2 In any event of any Infringement, Rosetta shall be entitled, at its sole discretion, to institute an infringement suit or take any other appropriate legal action against any person or entity directly or contributorily infringing any Joint Patent ("Protective Action"). Prior to taking any Protective Action Rosetta will notify Hadasit of the Protective Action it intends to take and consider Hadasit's advice regarding such contemplated Protective Action. Such actions will be taken by legal counsel (the "Legal Counsel") chosen by Rosetta for such purpose at its sole expense. In the event Hadasit is included as a party to such Protective Action, the Legal Counsel will be instructed to provide Hadasit with copies of any official letter, suit or other document it intends to send or file on the parties' behalf, within a reasonable time prior to sending or filing the same, and to consider any advice of Hadasit with respect to any such Protective Action.
5.3 In the event that Rosetta does not institute Protective Action in response to an Infringement within 90 days of the date on which it becomes aware of such Infringement, Hadasit shall have the right, but not the obligation, following 30 days' prior written notice to Rosetta, to institute such suit Protective Action in its own name.
5.4 Regardless of which party brings the action, the other party hereby agrees to cooperate reasonably in any such effort, including if required in order to facilitate a Protective Action, the furnishing of a power of attorney (and in such event, neither party shall refuse to be included as a party to such legal action).
5.5 Any recovery obtained by settlement or otherwise as a result of a Protective Action shall be disbursed as follows: (i) each party shall first recover [***]% of the amount of any reasonable expenses incurred by it in connection with such action (including counsel fees); and (ii) the remaining recovery shall be treated as Net Revenues and allocated between the parties accordingly.
5.6 Without prejudice to the above, the parties will reasonably cooperate with respect to any future legal claims related to a Joint Patent and neither party shall enter into any settlement pertaining to such legal claims that affects the oth...
Protective Actions. You acknowledge that your entry into this Agreement provides a direct financial benefit to you and your Affiliates. Accordingly, we shall be entitled to take reasonable actions which we consider necessary if there is a risk that you will be unable or unwilling to perform your contractual obligations to us under this Agreement or any Other Agreement. In particular, we shall be entitled to:
(a) change the speed or method of payment for Charges,
(b) change your Merchant Fee or payment plan,
(c) exercise Full Recourse,
(d) suspend or stop any payments to you,
(e) change the Floor Limit (if applicable),
(f) introduce additional Authorization procedures,
(g) charge you fees for Disputed Charges, or
(h) create a Reserve.
Protective Actions. Under certain circumstances, we may take Account-level or transaction-level actions. These actions may include limitations, holds or reserves. You acknowledge that we have the sole discretion to take these and other actions. Unless otherwise noted, if we take any of the actions described below, we will provide you with notice of our actions. To request information in connection with an account limitation, hold or reserve, follow the instructions in the email notice you receive. Our decision about holds, limitations and reserves may be based on confidential criteria that are essential to our management of risk and regulatory compliance and the protection of nanopay, our customers or the Service. We may use proprietary fraud and risk modeling when assessing the risk associated with your Account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.
Protective Actions. Notwithstanding any provision of this Agreement to the contrary, if any otherwise permitted action which may, or is required to, be taken, by the Company or a Partner under this Agreement would, in the commercially reasonable judgment of the Strategic Partners, (i) cause Strategic REIT to be required to consolidate the ownership of its investment in the Company on Strategic REIT’s books for GAAP accounting purposes, (ii) trigger a property tax reassessment of the Property or (iii) jeopardize Strategic REIT’s status as a real estate investment trust under the Code (a “Prohibited Result”), the Strategic Partners may cause the Company or the affected Partners to restructure or modify such action to the extent reasonably necessary to prevent the Prohibited Result, provided such modification or restructuring does not affect the economic interests and other rights under this agreement of the Class A Limited Partners and the Class B Limited Partners, including, without limitation, a triggering of a property tax reassessment. The costs in connection with such modification or restructuring shall not be borne by the Company but shall be borne solely by the General Partner or its Affiliates (other than the Company or the Subsidiaries). [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY; SIGNATURES APPEAR ON THE FOLLOWING PAGE.] The undersigned parties have or caused to be signed this Amended and Restated Limited Liability Limited Partnership Agreement of the Company as of the day and year first above written. GENERAL PARTNER: DTRS NORTH BEACH DEL CORONADO, LLC, a Delaware limited liability company By: /s/ X. X. Xxx Name: X. X. Xxx Title: Senior Vice President LIMITED PARTNERS: DTRS NORTH BEACH DEL CORONADO, LLC, a Delaware limited liability company By: /s/ X. X. Xxx Name: X. X. Xxx Title: Senior Vice President HDC DC CORPORATION, a Delaware corporation By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President KSL DC NEWCO, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President DCORO HOLDINGS, LLC, a Delaware limited liability company By: /s/ Tagar Xxxxx Name: Tagar Xxxxx Title: Senior Vice President Approved and Agreed to with respect to Section 15.16: HDC RECREATION HOLDINGS I, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President SHC DEL CORONADO, L.L.C., a Delaware limited liability company By: /s/ X. X. Xxx Name: X. X. Xxx Title: Senior Vice President EXHIBIT A...
Protective Actions. Notwithstanding any provision of this Agreement to the contrary, if any otherwise permitted action which may, or is required to, be taken, by the Company or a Partner under this Agreement would, in the commercially reasonable judgment of the Strategic Partners, (i) cause Strategic REIT to be required to consolidate the ownership of its investment in the Company on Strategic REIT’s books for GAAP accounting purposes, (ii) trigger a property tax reassessment of the Property or (iii) jeopardize Strategic REIT’s status as a real estate investment trust under the Code (a “Prohibited Result”), the Strategic Partners may cause the Company or the affected Partners to restructure or modify such action to the extent reasonably necessary to prevent the Prohibited Result, provided such modification or restructuring does not affect the economic interests and other rights under this agreement of the Class A Limited Partners and the Class B Limited Partners, including, without limitation, a triggering of a property tax reassessment. The costs in connection with such modification or restructuring shall not be borne by the Company but shall be borne solely by the General Partner or its Affiliates (other than the Company, the Subsidiaries, Subsidiary Affiliates or the Tenant). [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY; SIGNATURES APPEAR ON THE FOLLOWING PAGE.] The undersigned parties have or caused to be signed this Amended and Restated Limited Partnership Agreement of the Company as of the day and year first above written.
Protective Actions. The affected individual(s) must be informed of what protective actions the Business Associate is taking or the individual can take to mitigate against potential future harm. The notice must refer the individual to the current Federal Trade Commission (FTC) Web site pages on identity theft and the FTC’s Identity Theft Hotline: Toll Free: 1-877-ID-THEFT (438-4338), TTY: 0-000-000-0000.
Protective Actions. Each party will use the other party's Intellectual Property solely to fulfill the purposes of this Agreement, and will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information and Trade Secrets, including (i) those required under this Section 6, (ii) those taken by such party to protect its own confidential information and (iii) those which the other party may reasonably request from time to time. Each party acknowledges that any unauthorized use or disclosure of the Confidential Information or Trade Secrets of the other party may cause irreparable damage to the other party. If an unauthorized use or disclosure occurs, such party will, at its expense, take all steps that are necessary to recover the other party's Confidential Information and Trade Secrets and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If such party fails to take these steps in a timely and adequate manner, the other party may take them at such party's expense.
Protective Actions. If Provider reasonably determines that you violate any of the use restrictions above, Provider may suspend or terminate your access to the Services or utilize other mechanisms available to Provider to prevent violations, including removing violating content and deactivating URLs or links provided by the Services. Provider will exercise commercially reasonable efforts to give you notice without unreasonable delay after taking protective action.