No Right of Action. The execution and delivery of this Agreement and the other agreements, documents and instruments contemplated hereby and the completion of the transactions contemplated hereby and thereby, shall not cause Parent, the Surviving Corporation, or any of their respective affiliates to be liable for damages to any other Person or give such Person any equitable right against any of them or the Company or any of their respective Assets.
No Right of Action. To the Knowledge of the Seller, the execution of this Agreement and the other agreements, instruments and documents contemplated hereby and the completion of the transactions contemplated hereby and thereby, shall not cause the Purchaser or any of its Subsidiaries or Affiliates to be liable for damages to any other Person, or give such Person any equitable right against any of them or the Seller, or any of its assets by reason of any agreement or arrangement to which Seller is a party.
No Right of Action. If an Event of Default occurs and is continuing under the Seller Note, the Subordinated Creditor may accelerate all or a portion of the Subordinated Indebtedness, but will not commence any action or proceeding against the Loan Parties to recover all or any part of the Subordinated Indebtedness, or join with any creditor (unless the Senior Lender shall so join) in bringing any proceeding against the Loan Parties under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal or any state government, unless and until the Senior Indebtedness has been indefeasibly paid in full and all commitments of the Senior Lender to make loans and other credit accommodations to the Loan Parties have been terminated. The Subordinated Creditor will not obtain or otherwise acquire or accept any lien in any property or assets of the Loan Parties. The Subordinated Creditor will not commence any action or proceeding with respect to any property or assets of the Loan Parties, will not take possession of, sell, or dispose of any property or assets of the Loan Parties, and will not exercise or enforce any right or remedy available to the Subordinated Creditor with respect to any property or assets of the Loan Parties other than to accelerate all or a portion of the Subordinated Indebtedness, unless and until the Senior Indebtedness has been paid in full and all commitments of the Senior Lender to make loans and other credit accommodations to the Loan Parties have been terminated. Notwithstanding anything to the contrary contained in this Agreement, the Subordinated Creditor shall be permitted to commence any action or proceeding against the Loan Parties to recover all or any part of the Subordinated Indebtedness, or join with any creditor in bringing any proceeding against the Loan Parties under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal or any state government at any time following the two hundredth day (200th) day after the Subordinated Creditor has provided written notice of an Event of Default (as defined in the Seller Note) to the Loan Parties and the Senior Lender; provided that such Event of Default (as so defined) is continuing and has not been cured.
No Right of Action. The Subordinated Creditor will not demand payment of or otherwise accelerate the Subordinated Indebtedness or commence any action or proceeding against the Loan Parties to recover all or any part of the Subordinated Indebtedness, or join with any creditor (unless the Senior Lender shall so join) in bringing any proceeding against the Loan Parties under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal or any state government, unless and until the Senior Indebtedness has been indefeasibly paid in full and all commitments of the Senior Lender to make loans and other credit accommodations to the Loan Parties have been terminated. The Subordinated Creditor will not obtain or otherwise acquire or accept any lien in any property or assets of the Loan Parties unless it is subordinated to the prior lien of the Senior Lender. The Subordinated Creditor will not commence any action or proceeding with respect to any property or assets of the Loan Parties, will not take possession of, sell, or dispose of any property or assets of the Loan Parties, and will not exercise or enforce any right or remedy available to the Subordinated Creditor with respect to any property or assets of the Loan Parties, unless and until the Senior Indebtedness has been paid in full and all commitments of the Senior Lender to make loans and other credit accommodations to the Loan Parties have been terminated.
No Right of Action. 37 4.38 KNOWLEDGE DEFINITION ............................ 38 4.39 YEAR 2000 COMPLIANCE ............................ 38 4.40
No Right of Action. 13 SECTION 15.
No Right of Action. No holder of a Contingent Value Right shall have the right to institute any proceeding, judicial or otherwise, to compel the distribution by the Company of any Collected Amounts or to challenge any action or omission taken by the Company or the Board of Directors which is within the discretion of the Board of Directors or the Company pursuant to the terms of this Agreement.
No Right of Action. The purpose of the peremptory exception of no right of action is to determine whether a plaintiff has a real and actual interest in an action or belongs to a particular class to which the law grants a remedy for a particular harm alleged. Xxxxxxx v. Insurance Co. of State of Pennsylvania, 01-47 (La. App. 5 Cir. 5/30/01), 790 So.2d 660, 668. The exception of no right of action assumes that the petition states a valid cause of action for some person and questions whether the plaintiff in the particular case has a legal interest in the subject matter of the litigation. Westchester Surplus Lines Ins. Co. v. Xxxxxxxx Xxxxxx, 00-000 (Xx. App. 5 Cir. 12/19/13), 131 So.3d 445, 450. The burden of proof of establishing the exception of no right of action is on the exceptor. City of New Orleans v. Board of Directors of Louisiana State Museum, 98-1170 (La. 3/2/99), 739 So.2d 748, 755. The exception of no right of action tests whether the plaintiff has a “real and actual interest” in the action, but it does not raise questions of the plaintiff’s ability to prevail on the merits or whether the defendant may have a valid defense. Xxxxxx Law Firm, LLC v. Sch. Bd. of St. Xxxxxxx, 13-376 (La. App. 5 Cir. 12/12/13), 131 So.3d 231, 236. At the hearing on the exception of no right of action, the exception may be submitted on the pleadings, or evidence may be introduced either in support of or to controvert the objection raised when the grounds thereof do not appear from the petition. La. C.C.P. art. 931. An appellate court reviewing a lower court’s ruling on an exception of no right of action should focus on whether the particular plaintiff has a right to bring the suit and is a member of the class of persons that has a legal interest in the subject matter of the litigation, assuming the petition states a valid cause of action for some person. Eagle Pipe & Supply, Inc.
No Right of Action. Homeowners and other third-party beneficiaries under this Agreement, if any, have no right of action to enforce the restrictive covenants or equitable servitudes created hereunder. OHCS and Borrower retain the right to enforce such covenants and servitudes. Homeowners and other third-party beneficiaries under this Agreement, if any, have no claim, cause of action or other right of recourse against Borrower or OHCS with respect to any action or lack of action taken by Borrower or OHCS with respect to this Agreement (including the described covenants and servitudes) or the Project arising from their rights, if any, under this Agreement or otherwise.
No Right of Action. Residents and other third-party beneficiaries under this Agreement (including incorporated documents), if any, have no right of action to enforce the restrictive covenants or equitable servitudes created hereunder (except, with respect to LIHTC or Conduit Bond covenants, as expressly reserved to third-party beneficiaries in applicable Code or Treasury Regulations provisions). OHCS retains the exclusive right to enforce such covenants and servitudes (except, with respect to LIHTC or Conduit Bond covenants, as expressly reserved to third-party beneficiaries in applicable Code or Treasury Regulations provisions. Residents and other third-party beneficiaries under this Agreement (including incorporated documents), if any, have no claim, cause of action or other right of recourse against OHCS with respect to any action or lack of action taken by OHCS with respect to this Agreement (including the described covenants and servitudes) or the Project arising from their rights, if any, under this Agreement or otherwise.
