AGREEMENT NOT TO TAKE PROCEEDINGS ETC Sample Clauses

AGREEMENT NOT TO TAKE PROCEEDINGS ETC. 7.1 Each party agrees, on behalf of itself and on behalf of its Related Parties not to xxx, commence, prosecute, finance or cause to be commenced or prosecuted against the other parties or their Related Parties any action, suit or other proceeding concerning the Released Claims, in this jurisdiction or any other either directly or indirectly via third parties. In respect of any third party litigation in relation to the Project each party agrees that it will not actively encourage or engage other third parties to pursue litigation and each party shall be limited to supplying documents and/or witness statements in response to a request from the third parties’ legal representatives..
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Related to AGREEMENT NOT TO TAKE PROCEEDINGS ETC

  • Adverse Proceedings, etc There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Agreement Not to Petition Each of the Trustees and the Depositor agrees for the benefit of the Securityholders that, until at least one year and one day after the Trust has been terminated in accordance with Article IX, it shall not file, or join in the filing of, a petition against the Trust under any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar law (including, without limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of any proceeding against the Trust under any Bankruptcy Law. In the event the Depositor takes action in violation of this Section 10.09, the Property Trustee agrees, for the benefit of Securityholders, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Trust or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any, as counsel for the Trustees or the Trust may assert. The provisions of this Section 10.09 shall survive the termination of this Trust Agreement.

  • Written Grievance If the grievance is not resolved at Step 1, the home care worker and/or Union representative shall set forth the grievance in writing including a statement of the pertinent facts surrounding the grievance, the date on which the incident occurred, the alleged violations of the Agreement, and the specific remedy requested. The written grievance shall be submitted to the Employer within thirty (30) calendar days of the occurrence of the alleged violation or within thirty (30) calendar days of when the home care worker or the Union could reasonably have been aware of the incident or occurrence giving rise to the grievance. The written grievance shall be submitted by email to xxxxx.xxxxxxxxx@xxx.xx.xxx. The Employer or the Employer's designee shall meet with the grievant and their Union representative within fourteen (14) calendar days of receipt of the written grievance, in order to discuss and resolve the grievance. Subsequent to this meeting, if the grievance remains unresolved, the Employer will provide a written response to the grievance by email within fourteen (14) calendar days from the date the parties met to discuss the grievance. If the response does not resolve the grievance, the Union may, within fourteen (14) calendar days of receipt of the response, proceed to Step 4, Arbitration. Step 3. (Optional) Mediation As an alternative prior to final and binding arbitration in Step 4, if the matter is not resolved in Step 2 the parties may choose by mutual agreement to submit the matter to mediation in order to resolve the issue. The party requesting mediation of the dispute must notify the other party by email no later than fourteen (14) calendar days of receipt by the Union of the emailed response from the Employer in Step 2. The party receiving the request for mediation must notify the other party by email within fourteen (14) calendar days of receipt of the request whether or not it agrees to mediate the dispute. If the party receiving the request does not agree to mediate the dispute, the Union may, within fourteen (14) calendar days of the email notification of the decision not to mediate, proceed to Step 4, Arbitration. If the parties agree to mediation, they shall select a neutral mediator. Both parties shall submit a statement of their position on the issue. The mediator may also bring the parties together in person to attempt to resolve the issue. The parties shall each pay one-half (1/2) the costs or fees, if any, of the neutral mediator. Each party shall be responsible for its own costs, including the costs of representation, advocacy and the costs of that party's appointed representatives. If the issue is successfully resolved by mediation, the decision shall be binding on all parties, and shall, unless specifically agreed otherwise, form a precedent for similar issues. If the issue is not successfully resolved through mediation, the Union may, within fourteen (14) calendar days of receipt of a written declaration of impasse or rejection of a settlement offer from either party, proceed to Step 4, Arbitration.

  • Legal Proceedings, Etc There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by the Company or any Subsidiary with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company or a Subsidiary and with respect to which adequate reserves for payment have been established).

  • Assistance in Litigation or Administrative Proceedings Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its employees, Subcontractor’s and agents to, provide assistance, to Covered Entity, which may include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Business Associate is a named adverse party.

  • Legal Proceedings; Orders (a) Except as set forth in Part 3.15 of the Disclosure Letter, there is no pending Proceeding:

  • Right to Grieve Other Disciplinary Action (a) Disciplinary action grievable by the employee shall include:

  • Right to Grieve Disciplinary Action Employees shall have the right to grieve written censures or warnings, and adverse employee appraisals. Employees shall have the right to rebut in writing any disciplinary notice and that rebuttal will be placed in the employee file, but will not be part of the formal disciplinary record. Should an employee dispute any such entry in his/her file, he/she shall be entitled to recourse through the Grievance Procedure and the eventual resolution thereof shall become part of his/her personal record.

  • Litigation Control The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for 342 any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

  • No Actions, Suits or Proceedings No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to result in a Material Adverse Effect.

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