Other Enforcement Issues Sample Clauses

Other Enforcement Issues. In In re Crossover Financial I, LLC,233 the secured party sought to avail itself of a clause in its security agreement providing that, upon default, the debtor’s vot- ing rights as the sole member of a limited liability company would cease and that the secured party could vote any or all of the pledged interest. The court ruled that Colorado LLC law requires a secured party to enforce the security agreement and become admitted as a member before the secured party may exercise voting rights associated with a membership interest pledged as collateral.234 The court did not discuss why the secured party would not be entitled to vote either under the law of agency or under U.C.C. section 9-601(a), which allows the parties by agreement to expand the secured party’s rights upon default.235 227. No. CPU5-10-001029, 2012 WL 6628947 (Del. Com. Pl. July 11, 2012). 228. Id. at *1. 229. Id. at *3. 230. Id. (citing U.C.C. § 9-625(c)). 231. No. 10-466 S, 2012 WL 5398929 (D.R.I. Nov. 5, 2012). 232. Id. at *4. 233. 477 B.R. 196 (Bankr. D. Colo. 2012). 234. Id. at 205–06. 235. Nevertheless, the decision does not stand alone. See In re Lake Cnty. Grapevine Nursery Op- erations, 441 B.R. 653 (Bankr. N.D. Cal. 2010) (ruling that despite language in pledge agreement to the contrary, under California LLC law neither the pledging of membership rights in an LLC, nor the declaration of a breach by the secured party, is sufficient to divest the pledging member of the right to vote). Cf. Corsair Special Situations Fund, L.P. v. Engineered Framing Sys., Inc., 694 F. Supp. 2d 449 In Xxxxx v. West Plains Bank & Trust Co.,236 a person claiming to be the owner of recording equipment and master recordings, which had been in the posses- sion of the debtor, brought an action for conversion and copyright infringement against the secured party that repossessed and sold the equipment and record- ings. The court ruled that the plaintiff had stated a cause of action and that the debtor was not a necessary party to either cause of action.237 In Israel Discount Bank of New York v. First State Depository Co.,238 the secured party made a $10 million loan secured by $17 million in numismatic coins and gold bullion. A professional bailee, which had entered into an agreement with the secured party to honor the secured party’s instructions, held the collateral. The secured party sued the bailee after the bailee refused instructions to release the collateral to the secured party and in fact released the c...
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Related to Other Enforcement Issues

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment.

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED

  • Governing Law; Enforcement The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Patent Enforcement (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an “infringement”) by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement.

  • Non-Judicial Enforcement The Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the Administrative Agent to enforce its rights by judicial process.

  • No Enforcement Actions Notwithstanding Section D of Article V, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.

  • Application for Enforcement In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its Board of Directors, stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.

  • Law Enforcement Requests Should law enforcement or other government entities (“Requesting Party(ies)”) contact Provider with a request for Student Data held by the Provider pursuant to the Services, the Provider shall notify the LEA in advance of a compelled disclosure to the Requesting Party, unless lawfully directed by the Requesting Party not to inform the LEA of the request.

  • Interpretation and Enforcement 1. The Parties shall take all appropriate measures, whether general or specific, to ensure fulfilment of the obligations arising out of this Agreement and shall refrain from any measures which would jeopardise attainment of the objectives of this Agreement.

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