Permissible Actions Clause Samples
The 'Permissible Actions' clause defines the specific actions or behaviors that are allowed under the terms of an agreement. It typically outlines what parties may do within the scope of the contract, such as using certain resources, accessing information, or performing particular services, while setting boundaries to prevent unauthorized activities. By clearly stating what is permitted, this clause helps prevent misunderstandings and disputes by ensuring all parties understand their rights and limitations under the agreement.
Permissible Actions. If any monies become available from any source other than the Guarantor that the Bank can apply to the Liabilities, the Bank may apply them in any manner it chooses, including but not limited to applying them against obligations, indebtedness or liabilities which are not covered by this Guaranty. The Bank may take any action against the Borrower, the Collateral, or any other person liable for any of the Liabilities. The Bank may release the Borrower or anyone else from the Liabilities, either in whole or in part, or release the Collateral, and need not perfect a security interest in the Collateral. The Bank does not have to exercise any rights that it has against the Borrower or anyone else, or make any effort to realize on the Collateral or any other collateral for the Liabilities, or exercise any right of set-off. The Guarantor authorizes the Bank, without notice or demand and without affecting the Guarantor’s obligations hereunder, from time to time, to: (a) renew, modify, compromise, rearrange, restate, consolidate, extend, accelerate, postpone, grant any indulgence or otherwise change the time for payment of, or otherwise change the terms of the Liabilities or any part thereof, including increasing or decreasing the rate of interest thereon; (b) release, substitute or add any one or more endorsers, sureties, Guarantor or other guarantors; (c) take and hold Collateral for the payment of this Guaranty or the Liabilities, and enforce, exchange, impair, substitute, subordinate, waive or release any Liabilities or any Collateral for the Liabilities; (d) proceed against such Collateral and direct the order or manner of sale of such Collateral as the Bank in its discretion may determine; (e) apply any and all payments from the Borrower, the Guarantor or any other obligor on the Liabilities, or recoveries from such Collateral, in such order or manner as the Bank in its discretion may determine; and (f) to accept any partial payment of Liabilities or collateral for the Liabilities. The Guarantor’s obligations under this Guaranty shall not be released, diminished or affected by (i) any act or omission of the Bank, (ii) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings affecting the Borrower, any other obligor or any of their respective assets, (iii) any change in the composition or structure of th...
Permissible Actions. Notwithstanding the foregoing, nothing in Paragraph 8(a) or 8(d) above: (i) prohibits the Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice and the Securities Exchange Commission, in accordance with the provisions and rules of Section 21F of the Exchange Act, Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) requires notification or prior approval by the Company of any such report; provided that, the Participant is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (2) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.
Permissible Actions. Notwithstanding the foregoing, nothing in Section 5(a) above: (i) prohibits the Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice and the Securities Exchange Commission, in accordance with the provisions and rules of Section 21F of the Exchange Act, Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) requires notification or prior approval by the Company of any such report; provided that, the Participant is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (2) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.
Permissible Actions. Subject in all cases to the right of the holder of Guarantor Senior Debt (the "Guarantor Senior Debt Holder") to receive prior payment pursuant to Section 6.2 hereof:
(a) the Payee may institute legal proceedings against Guarantor to enforce and collect upon any amount due hereunder (including any payments which become due after the expiration of a Standstill Period) if: (i) Guarantor is liable for payment pursuant to Section 5 above, and (ii) such payment is not prohibited hereunder;
(b) in the event legal proceedings have been instituted by the Guarantor Senior Debt Holder to enforce and collect upon the amounts outstanding under the Guarantor Senior Debt, the Payee may institute legal proceedings (consistent with such legal proceedings of the Guarantor Senior Debt Holder) to the extent such proceedings by the Payee are necessary to preserve the claims of the Payee; and
(c) the Payee may, subject to the Guarantor Senior Debt Holder's rights set forth in Section 6.5 hereof, file a proof of claim in respect of the amounts due under the Note in connection with any bankruptcy or similar proceedings of the Guarantor.
Permissible Actions. Notwithstanding the foregoing, nothing in Section 5(a) above: (i) prohibits the Director from making reports of possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice and the Securities Exchange Commission, in accordance with the provisions and rules of Section 21F of the Exchange Act or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) requires notification or prior approval by the Company of any such report; provided that, the Director is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, the Director shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (2) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.
Permissible Actions. Notwithstanding anything to the contrary set forth in this Agreement, if at any time prior to the Acceptance Time:
(i) the Company has received a written, bona fide Acquisition Proposal from any Person after the date of this Agreement that did not result from a breach of this Section 6.2; and
(ii) the Company Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take such action described in clause (A), (B), or (C) below would be inconsistent with its fiduciary duties under applicable Law, then the Company may:
(A) enter into an Acceptable Confidentiality Agreement with such Person;
(B) furnish information with respect to the Company to the Person making such Acquisition Proposal and its Representatives (provided that (I) the Company will substantially contemporaneously provide or make available to Parent and its Representatives any non-public information concerning the Company that is provided to such Person and which was not previously provided or Made Available to Parent, and (II) the Company will have entered into an Acceptable Confidentiality Agreement with such Person); and
(C) participate and engage in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. Prior to or concurrently with the Company taking any of the actions described in clauses (A), (B) or (C) of the immediately preceding sentence with respect to an Acquisition Proposal, the Company will provide written notice to Parent of the determination of the Company Board made pursuant to clause (ii) of the immediately preceding sentence.
Permissible Actions. The Bank at any time and from time to time may take any of the following actions without notice to the Guarantor, without incurring responsibility to the Guarantor and without impairing or releasing the Guarantor’s Liabilities under this Guaranty:
(a) the Bank may take any action it may deem appropriate for the care or preservation of the Property or of any rights of the Guarantor or the Bank in the Property,
(b) the Bank may demand, ▇▇▇ for, collect or receive any money or property at any time due, payable or receivable on account of, or in exchange for, any Property,
(c) the Bank may compromise and settle with any person liable on such Property, or
(d) the Bank may extend the time of payment or otherwise change the terms as to any party liable on such Property.