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. 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. Creation of Reserve
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").
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:
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. Creation of Reserve Terms and Conditions for American Express® Card Acceptance July 2022 - Version 4.1
Protective Actions. The Company shall monitor the creditworthiness of the Bank and the Issuer and, if the Company shall in good faith conclude that there is any reason to believe that there is a material possibility that the Bank or the Issuer may be or may become liquidated, insolvent or bankrupt or that any trustee (with respect to the Bank, the Issuer or the assets of either of them) may be appointed or that the Bank or the Issuer may be subject to receivership or intervention or that any similar event may occur, then the Company shall promptly take such actions ("Mitigating Actions") as shall be necessary to cause the obligations of the Bank and the Issuer under the Certificates of Deposit to be promptly satisfied through the cancellation of the Promissory Notes and the Guarantees; provided that the Company shall not be required to take Mitigating Actions if it has been advised by counsel, in writing, that such actions would probably enhance, rather than mitigate, the Company's and its Restricted Subsidiaries' exposure to credit risk with respect to the Bank and the Issuer.
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. 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.
