Emergency Actions. If the Collateral Agent has asked the Secured Parties for instruction and the Required Secured Parties or Acting Secured Parties, as applicable, have not yet responded to such request, the Collateral Agent shall be authorized to take, but shall not be required to take, and shall in no event have any liability for the taking, any delay in taking or the failure to take, such actions (other than any action described or permitted under Section 6.7) with regard to a Default or Event of Default which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Parties and to preserve the value of the Collateral and shall give the Secured Parties appropriate notice of such action; provided that once instructions with respect to such request have been received by the Collateral Agent from the Required Secured Parties or Acting Secured Parties, as applicable, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto.
Emergency Actions. If the Collateral Agent has asked the Required Creditors for instructions following the receipt of any notice of an Event of Default and if the Required Creditors have not responded to such request within 30 days, the Collateral Agent shall be authorized to take such actions with regard to such Event of Default which the Collateral Agent, in good faith, believes to be reasonably required to protect the Collateral from damage or destruction; provided, however, that once instructions have been received from the Required Creditors, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary to such instructions.
Emergency Actions. The Collateral Agent is authorized, but not obligated, to take any action reasonably required to perfect or continue the perfection of the security interests and Liens on the Collateral for the benefit of the Creditors and following the occurrence of an Event of Default and before the Required Creditors have given the Collateral Agent directions, to take any action which the Collateral Agent, in its sole discretion and good faith, believes to be reasonably required to promote and protect the interests of the Creditors and to maximize both the value of the Collateral and the present value of the recovery by the Creditors on the Obligations; provided, however, that once such directions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. The Collateral Agent shall give written notice of any such action to the Creditors within one Business Day and shall cease any such action upon its receipt of written instructions from the Required Creditors.
Emergency Actions. If the Collateral Agent has asked the Payees for instructions with regard to an Event of Default and if the Payees have not yet responded to such request, the Collateral Agent shall be authorized to take such actions with regard to such Event of Default which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Payees and to maximize both the value of the Collateral and the present value of the recovery by each of the Payees on the Obligations; provided, however, that once instructions have been received from the Requisite Payees which comply with Section 16(f) hereof, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto.
Emergency Actions. In the event that it is necessary to make expenditures which are not provided for in the Annual Business Plan, or to take any other action which requires the approval of NYSCRF under Section 6.04, but which is required under emergency court order, executive order or legislation, or which the General Partner, in good faith, believes appropriate in an emergency to avoid risk to life or health or facilitate the preservation of any portion or all of the Company’s assets, and the General Partner reasonably determines that there is insufficient time to obtain such approval and that any delay in making such expenditures or taking such action could result in a violation of law or materially adversely affect the value of the Company assets or could materially increase the risk to life or health, then the General Partner shall be authorized to bind the Company for any expenditures or in any other action taken on behalf of the Company in such emergency. The General Partner shall notify NYSCRF of any exercise of its power and authority under this Section as soon as practicable thereafter.
Emergency Actions. Notwithstanding the foregoing, in the event Operator or Operator’s Representatives have caused damage to Town Roads of a magnitude sufficiently great to create a hazard to the motoring public, which in Town’s opinion warrants an immediate repair or Town Road closing, Town may unilaterally close those Town Road(s) affected and make or authorize repair, with the reasonable, documented costs thereof paid for by Operator from the Maintenance Account as described in Section 2.E. of this Agreement. Both Parties acknowledge that while Town is the Jurisdictional Authority for those Town Roads listed in Exhibit B, certain emergency situation(s) may arise that fall under law enforcement, fire district or emergency management control. In such situations the road may be closed to traffic, including traffic from the Project, outside the control of Town. Town shall not be responsible for any harm to Operator, Operator’s Representatives or the Project that may result from Town Road closings that occur due to such emergencies.
Emergency Actions. Article 5
Emergency Actions. If the Collateral Agent has asked the Creditors for instruction and if the Majority Creditors have not yet responded to such request, the Collateral Agent shall be authorized to take, but shall not be required to take and shall in no event have any liability for failure to take, such actions with regard to a Default or Event of Default which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Creditors or to maximize the value of the Collateral or the present value of the recovery by the Creditors on the Secured Obligations and shall give the Creditors appropriate notice of such action; provided that once such instructions of the Majority Creditors have been received by the Collateral Agent, the actions of the Collateral Agent shall thereafter be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto.
Emergency Actions. Notwithstanding anything in this Agreement to the contrary, (a) following reasonable advance notice to and reasonable consultation with Parent (whose input Company will consider in good faith), any of the Company Group may take (or not take, as the case may be) any action that would otherwise be prohibited or required under Section 6.1 or Section 6.2, and (b) following reasonable advance notice to and reasonable consultation with Company (whose input Parent will consider in good faith), any of the Parent Group may take (or not take, as the case may be) and action that would otherwise be prohibited or required under Section 6.3, in each case, to the extent reasonably necessary to (i) prevent imminent and material harm to the health and safety of any employees of the Company Group or Parent Group, as applicable; or (ii) ensure compliance with any Public Health Measures enacted or becoming applicable to any of the Company Group or Parent Group, as applicable, after the date hereof. Any action taken or not taken in accordance with this Section 6.4 shall be deemed to occur in the ordinary course of business for purposes of this Agreement.
Emergency Actions. Notwithstanding anything in this Agreement to the contrary, following, to the extent reasonably practicable, advance notice to and consultation with the other Parties, a Party may take (or not take, as the case may be) any action that would otherwise be inconsistent with the obligation to conduct its business in the ordinary course of business consistent with past practice in all material respects to the extent reasonably necessary and prudent (a) to prevent material harm to the health and safety of any Employees, customers, distributors, vendors, suppliers or Affiliates of the Company or its Subsidiaries, or (b) to ensure compliance with any Public Health Measures enacted or becoming applicable to any member of the Company and its Subsidiaries after the date hereof. Any action taken or not taken in accordance with this Section 7.3 shall be deemed to occur in the ordinary course of business consistent with past practice for purposes of Section 7.1 or Section 7.2 of this Agreement.
