Action Against Sample Clauses

Action Against. If the Subordinating Creditors, in violation of this Subordination Agreement, shall Commence Legal Action against an Applicable Debtor, such Applicable Debtor may interpose as a defense or dilatory plea the making of this Subordination Agreement, and the Secured Parties are hereby irrevocably authorized to intervene and to interpose such defense or plea in their names or in the name of the related Applicable Debtor. If the Subordinating Creditors shall attempt to enforce, collect or realize upon any Subordinated Debt or any collateral, security or guarantees (if any) securing the Subordinated Debt in violation of this Subordination Agreement, the Applicable Debtors may, by virtue of this Subordination Agreement, restrain any such enforcement, collection or realization, or upon failure to do so, the Secured Parties may restrain such enforcement, collection or realization, either in their own names or in the name of the Applicable Debtors.
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Action Against. If the Collateral Agent or the Investors, in violation of this Agreement, shall Commence Legal Action against Kroll or any other Borrower, Kroll or any Borrower (as applicable) may interpose as a defense or dilatory plea the making of this Agreement, and Foothill is hereby irrevocably authorized to intervene and to interpose such defense or plea in its name or in the name of Kroll or any other Borrower. If either the Collateral Agent or the Investors shall attempt to enforce, collect or realize upon any Palisade Debt or, any collateral, security or guarantees securing the Palisade Debt in violation of this Agreement, Kroll or any Borrower (as applicable) may, by virtue of this Agreement, restrain any such enforcement, collection or realization, or upon failure to do so, Foothill may restrain such enforcement, collection or realization, either in its own name or in the name of Kroll or any other Borrower, as the case may be.
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Action Against. If the Subordinating Creditor in violation of -------------- this Subordination Agreement shall assert or bring any action, suit or proceeding against the Company or any guarantor of the Company, the Company or any guarantor of the Company may interpose as a defense or dilatory plea the making of this Subordination Agreement, and the Senior Lenders, acting through the Agent (or, if all obligations under and in the Financing Agreement (including all Obligations as defined in the Original Financing Agreement) have been finally and indefeasibly paid in full, in cash, World Debt), are hereby irrevocably authorized to intervene and to interpose such defense or plea in its name or in the name of the Company or such guarantor. If the Subordinating Creditor shall attempt to enforce, collect or realize upon any Subordinated Debt or, any collateral, security or guarantees (if any) securing the Subordinated Debt in violation of this Subordination Agreement, the Company or any guarantor of the Company may, by virtue of this Subordination Agreement, restrain any such enforcement, collection or realization, or upon failure to do so, any of the Senior Lenders, acting through the Agent may restrain such enforcement, collection or realization, either in its own name or in the name of the Company or any guarantor of the Company, as the case may be.
Sample 1
Action Against. If the Holdings Agent or any Holdings Lender shall take any action against any Obligor in violation of this Agreement, then such Obligor may interpose as a defense or dilatory plea the making of this Agreement, and the Aimco Agent is hereby irrevocably authorized to intervene and to interpose such defense or plea in its name or in the name of such Obligor. If Holdings Agent or any Holdings Lender shall attempt to enforce, collect or realize upon any Collateral in violation of this Agreement, then any Obligor may, by virtue of this Agreement, restrain any such enforcement, collection, realization, or upon failure to do so, the Aimco Agent may restrain such enforcement, collection, realization either in its own name or in the name of such Obligor. If Holdings Agent or any Holdings Lender otherwise violates any of the terms of this Agreement, in addition to any remedies in law, equity, or otherwise, Aimco Agent may restrain such violation in any court of law and may, in its own or either Obligor’s name, interpose this Agreement as a defense in any action by Holdings Agent or any Holdings Lender.
Sample 1
Action Against. If FCB, in violation of this Agreement, shall commence an Enforcement Action against Company, Company may interpose as a defense or dilatory plea the making of this Agreement, or upon failure to do so, Gemino is hereby irrevocably authorized to intervene and to interpose such defense or plea in its name or in the name of Company. If FCB shall attempt to enforce, collect or realize upon any FCB Debt or any collateral, security or guarantees (if any) securing the FCB Debt in violation of this Agreement, Company may, by virtue of this Agreement, restrain any such enforcement, collection or realization, or upon failure to do so Gemino may restrain such enforcement, collection or realization, either in its own name or in the name of Company.
Sample 1
Action Against. If the Subordinating Creditor in violation of this Subordination Agreement shall assert or bring any action, suit or proceeding against the Company or the Guarantor, the Company and/or the Guarantor may interpose as a defense or dilatory plea the making of this Subordination Agreement, and CIT is hereby irrevocably authorized to intervene and to interpose such defense or plea in its name or in Company's or the Guarantor's name. If the Subordinating Creditor shall attempt to enforce, collect or realize upon any Subordinated Debt or, any collateral, security or guarantees (if any), securing the Subordinated Debt in violation of this Subordination Agreement, the Company and/or the Guarantor may, by virtue of this Subordination Agreement, restrain any such enforcement, collection or realization, or upon failure to do so, CIT may restrain any such enforcement, collection or realization, either in its own name or in the name of the Company and/or the Guarantor.
Sample 1
Action Against. If the Subordinating Creditor in violation of this Subordination Agreement shall assert or bring any action, suit or proceeding against the Company (and/or any Guarantor), the Company may interpose as a defense or dilatory plea the making of this Subordination Agreement, and the Agent is hereby irrevocably authorized to intervene and to interpose such defense or plea in its name or in Company's name. If the Subordinating Creditor shall attempt to enforce, collect or realize upon any Subordinated Debt or, any collateral, security or guarantees (if any), securing the Subordinated Debt in violation of this Subordination Agreement, the Company may, by virtue of this Subordination Agreement, restrain any such enforcement, collection or realization, or upon failure to do so, the Agent may restrain any such enforcement, collection or realization, either in their own name or in the name of any of the Company (and/or any Guarantor).
Sample 1
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Related to Action Against

  • Action Against Parties; Notification Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

  • Waiver of Claims Against Trust Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

  • Complaints Against Teachers When a person makes a written or verbal complaint against a teacher, the principal or designee shall promptly notify the teacher of the complaint, the identity of the complainant, and the teacher shall be given the opportunity to respond. The principal or designee shall investigate the complaint and attempt to resolve the complaint informally if appropriate.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Violence Against Women The parties hereby recognize and share the concern that women uniquely face situations of violence or abuse in their personal lives that may affect their attendance or performance at work. A woman who is in an abusive or violent personal or domestic situation will not be subjected to discipline without giving full consideration to the facts in the case of each individual and the circumstances surrounding the incident otherwise supportive of discipline. This statement of intent is subject to a standard of good faith on the part of the Employer, the Union and the affected employees and will not be utilized by the Union or the employees to subvert the application of otherwise appropriate disciplinary measures.

  • Actions against Parties; Notification Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

  • Prohibition Against Assignment During the Vesting Period, the Restricted Shares may not be transferred or encumbered by the Recipient by means of sale, assignment, mortgage, transfer, exchange, pledge, or otherwise. The levy of any execution, attachment, or similar process upon the Restricted Shares shall be null and void.

  • No Construction Against Drafter The Parties acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the Parties. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement.

  • Protection Against Dilution If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

  • No Construction Against Drafting Party The rule of construction that ambiguities are resolved against the drafting party shall not apply to this Lease.

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