Standby as to Certain Actions Sample Clauses

Standby as to Certain Actions. Junior Creditor agrees that it will not ask for, demand, sue xxx, take, receive, or repossess any of the Collateral from Eltrax or any other Borrower by setoff or in any other manner, or otherwise take any Enforcement Action to collect any of the Junior Creditor Obligations or to realize upon the whole or any part of the Collateral, whether by judicial action or under power of sale, by self-help repossession or otherwise, unless and until all of the Senior Creditor Obligations have been paid finally and in full. If Junior Creditor, in violation hereof, initiates any Enforcement Action against Eltrax or any other Borrower or any of the Collateral, Eltrax or such other Borrower may interpose this Agreement as a complete defense, and Agent may intervene and interpose this Agreement as a defense in Agent's name or in the name of Eltrax or such other Borrower.
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Standby as to Certain Actions. (a) Except as otherwise set forth in Section 7(b), Subordinate Creditor agrees that it will not ask for, demand, sxx for, take, receive, or repossess any of the Collateral from any Obligor by setoff or in any other manner, or otherwise take any Enforcement Action to collect any of the Subordinated Debt or to realize upon the whole or any part of the Collateral, whether by judicial action or under power of sale, by self-help repossession or otherwise, unless and until all of the Priority Senior Debt has been Paid in Full. If Subordinate Creditor, in violation hereof, initiates any Enforcement Action against any Obligor or any Collateral, Senior Creditor may intervene and interpose this Agreement as a defense in Senior Creditor’s name or in the name of any Obligor.
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Standby as to Certain Actions. Trade Creditor agrees that it will not ask for, demand, xxx for, collect, take, receive, or repossess any of the Branded Inventory or other Collateral from any Borrower by setoff or in any other manner, or otherwise take any Enforcement Action with respect to the whole or any part of the Collateral, whether by judicial action or under power of sale, by self-help repossession or otherwise, unless and until all of the Senior Obligations have been paid finally and in full and Lenders’ commitments to extend further credit to or for the benefit of Borrowers have been terminated. If Trade Creditor in violation of the terms hereof, initiates any Enforcement Action against a Borrower or any of the Collateral, Agent may interpose this Agreement and demand specific performance of the terms hereof.
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Standby as to Certain Actions. The Trade Creditor agrees that it will not ask for, demand, xxx for, collect, take, receive, or repossess any of the Branded Inventory or other Collateral from any Loan Party by setoff, compensation, or in any other manner, or otherwise take any Enforcement Action with respect to the whole or any part of the Collateral, whether by judicial action or under power of sale, by enforcement of hypothecary recourse, by self-help repossession or otherwise, unless and until all of the Senior Obligations have been paid finally and in full and the Lenders’ commitments to extend further credit to or for the benefit of the Borrowers have been terminated. If the Trade Creditor, in violation of the terms hereof, initiates any Enforcement Action against a Loan Party or any of the Collateral, the Agent may interpose this Agreement and demand specific performance of the terms hereof.
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Standby as to Certain Actions. Subordinate Creditors agree that they will not ask for, demand, xxx for, take, receive, or repossess any of the Collateral from Debtor by setoff or in any other manner, or otherwise take any Enforcement Action (except for any acceleration of the Subordinate Creditor Obligations by Subordinate Creditor upon the commencement of an Insolvency Proceeding by or against Debtor or concurrently with or after any acceleration of the Senior Creditor Obligations by Senior Creditor) to collect any of the Subordinate Creditor Obligations or to realize upon the whole or any part of the Collateral, whether by judicial action or under power of sale, by self-help repossession or otherwise, unless and until all of the Senior Creditor Obligations have been Paid in Full. If any Subordinate Creditor, in violation hereof, initiates any Enforcement Action against Debtor or any of the Collateral, Debtor may interpose this Agreement as a complete defense, and Senior Creditor may intervene and interpose this Agreement as a defense in Senior Creditor's name or in the name of Debtor. Notwithstanding the foregoing, the Subordinate Creditors may join on any Enforcement Action commenced by the Senior Creditors, subject to the provisions of this Agreement. Nothing in this Agreement shall be construed to limit or impair in any manner any right of any Subordinate Creditor otherwise having authority under applicable law to seek to join (but not control or unreasonably delay in any manner) any foreclosure or other judicial Lien enforcement proceeding with respect to any of the Collateral initiated by Senior Creditor (if such joinder is required under applicable law for such Subordinate Creditor to be entitled to receive any proceeds of Collateral to the extent allowed by this Agreement and in all events subject to the terms of this Agreement.
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Related to Standby as to Certain Actions

  • Amendments to Certain Agreements The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • No Responsibility as to Certain Matters The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 11.1.2) or any adjustment required under the provisions of Sections 3, 11, 13, 23 or 27 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice of any such change or adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred Shares or other securities to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when so issued, be validly authorized and issued, fully paid and nonassessable.

  • Amendments to Certain Documents (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (ii) any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendments, modifications or changes thereto after the date hereof that (A) increase to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

  • Statement as to Compliance The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture. For purposes of this Section 1004, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

  • Voting Powers as to Certain Transactions Section 2.

  • Prior Notice to Certificateholders with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

  • Prior Notice to Certificateholder with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or such shorter notice acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction:

  • Notice to Holders Prior to Certain Actions The Company shall deliver notices of the events specified below at the times specified below and containing the information specified below unless, in each case, (i) pursuant to this Indenture, the Company is already required to deliver notice of such event containing at least the information specified below at an earlier time or, (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice, in which case, the Company shall (A) deliver notice at such time containing only the information that it has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information not already included in a notice delivered by the Company, deliver notice to each Holder with a copy to the Trustee containing such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event.

  • Access to Certain Documentation The Master Servicer shall provide to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of Subordinated Certificates and the examiners and supervisory agents of the OTS, the FDIC and such other authorities, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices designated by the Master Servicer. Nothing in this Section shall limit the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

  • Action by Owners with Respect to Certain Matters The Owner Trustee shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Owners.

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