Avoidance Action Sample Clauses

Avoidance Action. Notwithstanding Sections 2 and 3 above, in the event that prior to the End Date (as defined below), a suit or other cause of action is brought against or threatened against DTE by or on behalf of PGET, the Guarantor, their respective estates or their respective successors or assigns (an “Avoidance Action”) seeking to recover from DTE all or any portion of the Termination Payment, the Ordinary Course Payments or any amount previously paid to DTE under the Subject Contract and DTE either pays any amount in settlement of or for a release from any Avoidance Action, or any amount previously paid by PGET to DTE hereunder or under the Subject Contract is rescinded or must otherwise be returned for any reason whatsoever, then the Guarantor and PGET shall be liable under the Guarantee and this Agreement, respectively, with respect to all or any portion of the amount so recovered from, or paid by, DTE as a result thereof. As used herein, “End Date” shall mean the date which is the earlier of (x) six (6) years and one day after DTE’s receipt of the Termination Payment, and (y) the date of the consummation of a plan of reorganization with respect to PGET that does not provide for the survival of any claims or causes of actions against DTE with respect to the Termination Payment or the Ordinary Course Payments.
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Avoidance Action. Any actual or potential Claims to avoid a transfer of an interest in property or an obligation incurred by the Debtor pursuant to any applicable section of the Bankruptcy Code, including, all claims under Chapter 5 of the Bankruptcy Code.
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Avoidance Action. No Seller shall commence, prosecute, or assign any Avoidance Action against the trade vendors as mutually agreed upon by Sellers and Buyer, for purposes of seeking an affirmative recovery against such trade vendors; PROVIDED, HOWEVER, that Sellers may pursue such Avoidance Actions against such trade vendors in order to offset or reduce or otherwise mitigate any claim(s) being pursued by such trade vendor against Sellers' estates. No Seller shall commence, prosecute, or assign any Avoidance Action under Section 547 of the Bankruptcy Code for purposes of seeking an affirmative recovery; PROVIDED, HOWEVER, that Sellers may pursue such Avoidance Actions under Section 547 of the Bankruptcy Code in order to offset or reduce or otherwise mitigate any claim(s) being pursued against Sellers' estates.
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Related to Avoidance Action

  • Adverse Action The Indenture Trustee need not take an action that it determines might have a material adverse effect on the rights of the Noteholders not consenting to the action.

  • Alternative Action In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank, provided that such alternative act does not violate Code Section 409A.

  • Derivative Actions In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • No Violation, Litigation or Regulatory Action Except as set forth in Schedule 6.3:

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Litigation, etc The Fund shall give prompt notice in writing to the Purchaser of any litigation, administrative proceeding or business development which is reasonably expected to materially adversely affect its business, properties or affairs or to impair the ability of the Fund to perform its obligations as set forth hereunder or under any of the other Related Documents. All information, reports and other papers, documentation and data with respect to the Fund furnished to the Purchaser pursuant to this Section 6.9 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to the Purchaser under this Agreement or made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

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