Control by the Controlling Party Sample Clauses
The "Control by the Controlling Party" clause establishes that a designated party, often referred to as the Controlling Party, has the authority to make decisions regarding certain actions or processes under the agreement. In practice, this may include directing the conduct of litigation, managing claims, or making choices about settlements or enforcement actions. By clearly assigning decision-making power, this clause helps prevent disputes over who has the right to act and ensures efficient management of situations where control is necessary.
Control by the Controlling Party. The Collateral Agent shall comply with notices and instructions given by the Issuer only if accompanied by the written consent of the Controlling Party, except that if any Default shall have occurred and be continuing, the Collateral Agent shall act upon and comply with notices and instructions given by the Controlling Party alone in the place and stead of the Issuer.
Control by the Controlling Party. The Trustee shall comply with notices and instructions given by the Issuer only if accompanied by the written consent of the Controlling Party, except that if any Event of Default shall have occurred and be continuing, the Trustee shall act upon and comply with notices and instructions given by the Controlling Party alone in the place and stead of the Issuer.
Control by the Controlling Party. The Indenture Trustee shall comply with notices and instructions given by the Issuer only if accompanied by the written consent of the Controlling Party. The Indenture Trustee shall act upon and comply with notices and instructions given by the Controlling Party alone.
Control by the Controlling Party. Unless otherwise -------------------------------- specifically set forth herein, the Trustee and the Trust Collateral Agent shall comply with notices and instructions given by the Issuer only if accompanied by the prior written consent of the Controlling Party, except that if any Event of Default shall have occurred and be continuing, the Trustee and the Trust Collateral Agent shall act upon and comply with notices and instructions given by the Controlling Party alone in the place and stead of the Issuer.
Control by the Controlling Party. The Master Collateral Agent shall comply with notices and instructions given by the Bank or WFAL 2 only if expressly contemplated hereby or if accompanied by the written consent of the Controlling Party, except that if any Default shall have occurred and be continuing, the Master Collateral Agent shall act upon and comply with notices and instructions given by the Controlling Party alone in the place and stead of the Bank or WFAL 2. In the absence of any written communication by the Controlling Party to the Master Collateral Agent to the effect that a Default has occurred and is continuing, the Master Collateral Agent may assume that no Default has occurred and is continuing. The Master Collateral Agent shall have no duty to verify whether or not a Default has occurred or is continuing or the facts stated in any FSA Notice. Any written communication by the Controlling Party to the Master Collateral Agent specifying the amount of any obligations owing to Financial Security or the Trustee shall be conclusive evidence of such amount, notwithstanding any notice to the contrary received by the Master Collateral Agent from the Bank, WFAL 2 or any other Person.
Control by the Controlling Party. Prior to the Class A Termination Date, the Controlling Party, so long as both a Class A Insurer Default and a Backup Insurer Default have not occurred and are not continuing, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee with respect to the Class A Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that, the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any direction of the Controlling Party if the Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Class A Noteholders not parties to such direction.
Control by the Controlling Party. Other than as set forth herein, the Controlling Party shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Agent or exercising any trust or power conferred on the Agent; provided that:
(a) such direction shall not be in conflict with any rule of law or with this Loan Agreement including;
(b) the Agent may take any other action deemed proper by the Agent which is not inconsistent with such direction; provided, however, that, subject to Section 7.02, the Agent need not take any action which a Responsible Officer of the Agent in good faith determines might involve it in liability (unless the Agent is furnished with the reasonable indemnity referred to in Section 9.11(c)); and
(c) the Agent has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith.
Control by the Controlling Party. Notwithstanding any other provision of the Indenture or any other Related Document to the contrary, the Controlling Party shall have the sole right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee; provided that
(a) such direction shall not be in conflict with any rule of law or with the Indenture;
(b) subject to the express terms of Section 9.4, any direction to the Trustee to sell or liquidate the Collateral shall be by the Controlling Party, if a Financial Insurance Provider is the Controlling Party, or otherwise the Holders of Notes representing not less than 100% of the Aggregate Note Balance;
(c) if the conditions set forth in Section 9.5 have been satisfied and the Trustee elects to retain the Collateral pursuant to such Section, then direction to the Trustee by Holders of Notes representing 100% of the Aggregate Note Balance shall be required to sell or liquidate the Collateral;
(d) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; and
(e) such direction shall be in writing; provided further, that the Trustee need not take any action that it reasonably determines might involve it in liability (if it has reasonable grounds to believe that such liability will not be reimbursed or such liability is not covered by an indemnity or other reasonable security) or, so long as a Financial Insurance Provider is not the Controlling Party, might materially adversely affect the rights of any Noteholders not consenting to such action.
Control by the Controlling Party. Notwithstanding any other provision of this Indenture (but subject to the proviso in the definition of “Outstanding” in Section 1.1(a)), the Controlling Party or the Holders of a Majority of the then Aggregate Outstanding Amount of Rated Notes shall have the right to cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or of any sale of the Collateral, in whole or in part, provided that:
(a) such direction shall not conflict with any rule of law or with this Indenture;
(b) the Trustee may take any other action deemed proper by it that is not inconsistent with such direction; provided that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability (unless the Trustee has received an indemnity reasonably satisfactory to it against such liability as set forth below);
(c) the Trustee shall have been provided with an indemnity reasonably satisfactory to it; and
(d) any direction to the Trustee to undertake a Sale of the Collateral shall be made only pursuant to, and in accordance with, Sections 5.4 and 5.5.