Right of Enforcement Sample Clauses
Right of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, STA has the right, but not the duty, to obtain the insurance it deems necessary. Any premium paid by STA will be promptly reimbursed by Contractor, or STA shall withhold amounts sufficient to pay such premium from Contractor payments.
Right of Enforcement. This Agreement binds and benefits the Property Owner and the City, and their respective successors and assigns. Only the City has the right to enforce the terms of this Agreement and exercise rights of release, transfer, assignment or other discretionary rights of the City. Owners of lots within the Property do not have the right to enforce the terms of this Agreement against owners of other lots within the Property. This Agreement is valid and enforceable even though or if: it is not appurtenant to an interest in real property; it can be or has been assigned; it is not of a character recognized traditionally in common law; it imposes a negative burden or affirmative obligations upon the owner of the Property; the benefit does not touch nor concern real property; there is no privity of estate or contract; or the City becomes the owner in fee of the Property.
Right of Enforcement. If Grantee or OPWC, in its discretion, determines that a material and potentially irreversible violation of this Easement has occurred or is imminent, Grantee and/or the OPWC may take legal action, without prior notice to Grantor, to enforce the terms of this Easement, to enjoin the violation, and/or to require Grantor to restore the Protected Property to its condition prior to the violation. If Grantee determines that a minor, or reversible, violation has occurred or is threatened, and that such violation should be remedied or prevented, Grantee shall first inform Grantor in writing of the nature of the violation, and request Grantor to take corrective action to cure or avoid the violation and/or to restore any damage to the Protected Property that has occurred as a result of the violation. If Grantor fails to correct any such violation within a reasonable period of time (not to exceed 30 days), Grantee and/or the OPWC may take appropriate legal action to enjoin the violation and/or to require Grantor to restore the Protected Property to its condition prior to the violation.
Right of Enforcement. (a) Subject to the exceptions described in this Section 8.2, Licensee shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Patent Rights against any Third Party Infringement within the scope of its exclusive license. ImmunoGen may, at its expense, join Licensee as a party for standing purposes, provided that if ImmunoGen is represented by independent counsel in such action, ImmunoGen shall bear the expense of such counsel. Prior to commencing any such action, Licensee shall consult with ImmunoGen and shall give due consideration to lmmunoGen’s recommendations regarding the proposed action. Licensee shall give ImmunoGen timely notice of any proposed settlement of any such action instituted by Licensee and shall not, without the prior written consent of ImmunoGen, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Licensed Patent Rights, (ii) give rise to liability of ImmunoGen or its Affiliates, (iii) admit non-infringement of any Licensed Patent Rights, or (iv) otherwise impair ImmunoGen’s rights in any Licensed Technology or this Agreement.
(b) Notwithstanding Section 8.2.1(a), ImmunoGen shall have the sole right of enforcement with respect to any Patent Right within the Licensed Patent Rights that covers any Third Party Infringement not within the scope of Licensee’s exclusive license, and may, at its expense, join Licensee as a party for standing purposes, provided that if Licensee is represented by independent counsel in such action, Licensee shall bear the expense of such counsel. ImmunoGen shall give Licensee timely notice of any proposed settlement of any such action instituted by ImmunoGen and shall not, without the prior written consent of Licensee, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any claim within the Licensed Patent Rights which covers the Compound, (ii) give rise to liability of Licensee or its Affiliates, (iii) admit non-infringement of any claim within the Licensed Patent Rights which covers the Compound, or (iv) otherwise impair Licensee’s rights in any Licensed Technology or this Agreement.
(c) If Licensee does not, with respect to its first right of enforcement under Section 8.2.1(a), obtain agreement from the alleged infringer to desist or fails or refuses to initiate an infringement action by the earlier of (i) [***] following Licensee’s receipt of notice...
Right of Enforcement. Commencing on the Closing Date, the Buyer will have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, conduct and control all negotiations and proceedings with respect thereto. The Sellers and the Executive Shareholders will notify the Buyer promptly of any claim made with respect to any Assumed Liabilities or Purchased Property and shall not, except with the Buyer's prior written consent, voluntarily make any payment of, settlement or offer to settle, or consent to any compromise or admit liability with respect to, any Assumed Liabilities or Purchased Property. The Sellers will cooperate, with the Buyer in connection with any negotiations or proceedings involving any Assumed Liabilities or Purchased Property. SECTION 3.
Right of Enforcement. (a) Subject to paragraph (b) of this Clause 8.1 below, if (i) an Enforcement Event has occurred and is continuing and (ii) any of the Obligations has become due and payable, then the Collateral Agent is entitled to enforce this Agreement and realise the Collateral.
(b) The Collateral Agent may only realise the Collateral in accordance with paragraph (a) of this Clause 8.1 above in relation to obligations of any Grantor (other than obligations under the Credit Documents of (i) the Transferor (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty, (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor, up to such proceeds and (ii) a direct or indirect subsidiary of the Transferor (the “Transferor’s Subsidiary”) (v) incurred as Borrower under the Credit Agreement, (w) incurred as borrower under a Local Facility Agreement, (x) incurred as a party to and beneficiary under any hedging agreement entered into with an Hedge Counterparty (y) owed as cash management obligations to a Cash Management Bank for Cash Management Services, provided the Transferor’s Subsidiary is a beneficiary of the Cash Management Services causing such cash management obligations or (z) to the extent certain proceeds of the Senior Secured Notes Indenture have been made available to the Transferor’s Subsidiary, up to such proceeds) after (i) the Transferor’s auditors have (y) delivered an audited interim balance sheet of the Transferor (valuating the Collateral at its realisation value) to the Collateral Agent and (z) determined the existence and extent of the profits available for the payment of a dividend by the Transferor in accordance with the relevant provisions of the Swiss Code of Obligations (the “Auditor’s Determination”) and (ii) the Transferor’s shareholders have passed for such dividend payment resolutions for the distribution of dividends (“Dividend Resolution”) in accordance with the relevant provisions of the Swiss Federal Code of Obligations being in force at that time. The Transferor shall deliver the Auditor’s Determination and the Dividen...
Right of Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a Secured Party under the Uniform Commercial Code in force in the State of South Carolina as of the date of this Security Agreement or the date of Debtor’s default together with any and all other rights and remedies otherwise provided and available to Secured Party by law; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party’s discretion, Secured Party may:
(1) In a manner that preserves the peace and does not otherwise unduly disrupt Debtors business operations or Debtor’s customers, enter upon Debtor’s premises to take possession of, assemble and collect the Collateral or to render it or any portion of the Collateral unusable;
(2) Waive any default or remedy and default in any reasonable manner without waiving its rights and remedies upon default and without waiving any other prior or subsequent default.
Right of Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies before or after default afforded to a Secured Party under the Uniform Commercial Code in force in the State of Florida as of the date of this Agreement or the date of Borrower’s default, together with any and all other rights and remedies otherwise provided and available to Secured Party by law; and, in conjunction with and in addition to those rights, at Secured Party’s discretion, Secured Party may:
(i) Waive any default or remedy any default in any reasonable manner without waiving its rights and remedies upon default and without waiving any other prior or subsequent default;
(ii) Exercise its rights under any financing statements filed in connection herewith in the same proceeding.
Right of Enforcement. This Agreement binds and benefits the Property Owner and the City, and their respective successors and assigns. Only the City has the right to enforce the terms of this Agreement and exercise rights of release, transfer, assignment or other discretionary rights of the City. Owners of lots within the Property do not have the right to enforce the terms of this Agreement against owners of other lots within the Property.
Right of Enforcement. 17 SECTION 3. PURCHASE PRICE; EARN-OUT...................................................... 17 Section 3.1