Available Defenses Sample Clauses

Available Defenses. The PLCB expressly reserves the right to assert any available defenses to claims arising from these Terms of Sale or any activity related thereto, including but not limited to the defense of sovereign immunity.
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Available Defenses. Nothing in this Section 12 shall constitute a waiver or limitation of any defense available to (a) any of Imation’s Subsidiaries to performance under any Purchase Order submitted in connection with this Agreement or (b) Imation in its capacity as primary obligor under (but not as guarantor of) any such Purchaser Order pursuant to Section 4.2 of this Agreement or otherwise.
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Available Defenses. No action for the enforcement of the lien or of any provision of this Mortgage will be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Senior Secured Note Obligations secured by this Mortgage. The provisions contained in this Article IX ("Additional State Specific Provisions") are to be construed as conferring additional rights and remedies upon the Mortgagee and are not to be construed as limiting any rights or remedies of the Mortgagee which are contained elsewhere in this Mortgage. In the event of a conflict between the other terms of this Mortgage and the State Specific Provisions contained in this Article IX, the Mortgagee shall be entitled to the benefit of the provisions which provide it with the greatest rights and remedies, subject, however, to the applicable provisions of Illinois law including, without limitation, the Illinois Mortgage Foreclosure Law, 735 ILCS 5/15-1101 et seq., and any successor statute thereto.
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Available Defenses. In the event that litigation is instituted between the parties to this Agreement, each party agrees that a copy of this Agreement may be offered in evidence and submitted to the court as the binding and irrevocable stipulation of the PARTIES that neither the Deposit, the Purchase Price, nor the adequacy of consideration generally provided under this Agreement shall be raised as a defense to the validity or enforceability of this Agreement.
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Related to Available Defenses

  • Restricted Actions (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), SpinCo shall not (and shall not cause or permit any member of the SpinCo Group to), in a single transaction or a series of transactions:

  • Permitted Actions Notwithstanding Section 3.1(a), a Second Lien Creditor may (a) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.

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