Permitted Action definition

Permitted Action means any such commercially reasonable action or inaction, whether or not in the ordinary course of business, that the Company reasonably believes is necessary or prudent for the Company or any of its Subsidiaries to take or abstain from taking, in order to carry on and preserve or protect their respective businesses, assets or properties or to protect the health or safety of natural Persons employed by the Company or any of its Subsidiaries, in each case, solely in connection with COVID-19 or the COVID-19 Measures.

Permitted Action includes (i) any Proceeding against the Corporation brought by Indemnitee, alone or with others, in connection with, or related to, the defense by Indemnitee of any Proceeding brought against Indemnitee by a third party, the Corporation, or any Other Enterprise (or brought on behalf of the Corporation, including by means of a derivative action), whether by a separately initiated Proceeding, or impleader, cross-claim, counterclaim, or otherwise; (ii) a Proceeding brought by Indemnitee or Indemnitee's Affiliates to establish or enforce a right of indemnity under this Agreement, an applicable D&O insurance policy, the Corporation's Governing Documents, or any other agreement or law pertaining to indemnification of Indemnitee, or to recover Expenses or a Liability of Indemnitee resulting from a Proceeding against Indemnitee; (iii) a Proceeding against the Corporation or any Other Enterprise brought by Indemnitee which is approved in advance by a majority of the Corporation's independent directors, excluding Indemnitee; and (iv) a Proceeding brought by Indemnitee which is required under any law; and with respect to (i) through (iv) above, any of the identified actions shall be considered a Permitted Action regardless of whether Indemnitee is ultimately determined to be entitled to the relief sought.

Permitted Action means any such commercially reasonable action or inaction, whether or not in the ordinary course of business, that the Company reasonably believes is necessary or prudent for the Company or any of its Subsidiaries to take or abstain from taking, in order to carry on and preserve or protect their respective businesses, assets or properties or to protect the health or safety of natural Persons employed by the Company or any of its Subsidiaries, in each case, solely in connection with COVID‑19 or the COVID‑19 Measures.

Examples of Permitted Action in a sentence

• It is clarified that taking an action that is not expressly stated above as a Permitted Action will be possible provided that the Company provides the Trustee, before the action is taken, with an opinion by an external attorney whereby the aforesaid action does not harm the pledge recorded for the benefit of the Trustee for the Bondholders, for the Pledged Assets as stated.

• For the avoidance of doubt, nothing in this Agreement should be construed to prohibit the Subordinated Holder Representative and the Subordinated Holders from pursuing the rights and taking actions and filing motions that other unsecured creditors are generally permitted to pursue or filing and pursuing any Permitted Action or other motion or action to the extent not prohibited by Sections 2.8, 3.2, 4.1, 4.2, and this Section 6.1.

• The Subordinated Holder Representative shall promptly notify the Senior Agent of the commencement of any Permitted Action, any judgment in any Permitted Action and any other material developments related to its efforts in any of the foregoing.

• In connection with the performance of the Services and its duties and obligations hereunder and under the Operating Agreements and Marketing Agreement, neither Manager nor any of its officers, employees, personnel, or other agents or representatives acting on its behalf, shall have the authority or be permitted to take any action, in the name or on behalf of either Partnership or any subsidiary of Partnership (if any) without the consent of Partnership unless such action is a Permitted Action.

• As used in this Agreement, "Permitted Action" shall mean a merger of the Company with or into any other corporation or corporations (other than a mere reincorporation transaction), a sale of all or substantially all of the assets of the Company or a transaction or series of related transactions in which the Company issues shares representing more than 50% of the voting power of the Company immediately after giving effect to such transaction.

More Definitions of Permitted Action

Permitted Action means (a) an agreed extension of time for payment of any sum due under the License Agreement, (b) an agreed change in the manner or place of payment of any sums due under the License Agreement, (c) any waiver by Sonic of any defaults under the provisions of the License Agreement, (d) any delay or failure by Sonic to exercise any right or remedy Sonic may have under the License Agreement, (e) the granting by Sonic of any leniencies, waivers, extensions, and indulgences under the License Agreement, and (f) any agreed amendments to the License Agreement.

Permitted Action means any such commercially reasonable action or inaction, whether or not in the ordinary course of business, that the Company in good faith has determined is necessary or advisable to take or abstain from taking to protect the health or safety of any LiveWire Employee, in each case, solely in connection with COVID-19 or the COVID-19 Measures.

Permitted Action means any such commercially reasonable action or inaction, whether or not in the ordinary course of business, that the (a) Company reasonably believes is necessary or prudent for the Company or any of its Subsidiaries to take or abstain from taking, in order to (i) carry on and preserve or protect their respective financial positions, businesses, assets or properties or to protect the health or safety of the customers, suppliers, employees and other business relations of the Company or any of its Subsidiaries, in each case, solely in connection with COVID-19 or the COVID-19 Measures or (ii) ensure compliance by the Company and its Subsidiaries and their respective directors, officers and employees with any COVID-19 Measures, on the one hand and (b) Parent reasonably believes is necessary or prudent for Parent or any of the Parent Subsidiaries to take or abstain from taking, in order to (i) carry on and preserve or protect their respective financial positions, businesses, assets or properties or to protect the health or safety of the customers, suppliers, employees and other business relations of Parent or any of the Parent Subsidiaries, in each case, solely in connection with COVID-19 or the COVID-19 Measures or (ii) ensure compliance by the Parent and the Parent Subsidiaries and their respective directors, officers and employees with any COVID-19 Measures, on the other hand.

Permitted Action means a merger of the Company with or into any other corporation or corporations (other than a mere reincorporation transaction), a sale of all or substantially all of the assets of the Company or a transaction or series of related transactions in which the Company issues shares representing more than 50% of the voting power of the Company immediately after giving effect to such transaction.

Permitted Action means (a) the acceleration of all or a portion of the Subordinated Indebtedness after the acceleration of the Senior Indebtedness, and (b) the exercise by the Subordinated Holder Representative, on behalf of the Subordinated Holders, of its rights and remedies in respect of the Common Collateral under the Subordinated Security Documents or applicable law after the passage of a period of 180 days (the “Standstill Period”) from the date of delivery of a notice in writing to the Senior Agent of its intention to exercise such rights and remedies, which notice may only be delivered following the occurrence of and during the continuation of a Subordinated Debenture Default; provided, that, notwithstanding the foregoing, in no event shall the Subordinated Holder Representative nor any Subordinated Holder exercise or continue to exercise any such rights or remedies if, notwithstanding the expiration of the Standstill Period, (i) the Senior Agent or any other Senior First Priority Secured Party shall have commenced and be diligently pursuing the exercise of any of its rights and remedies with respect to any of the Common Collateral (prompt notice of such exercise to be given to the Subordinated Holder Representative) or (ii) an Insolvency Proceeding in respect of any Loan Party shall have been commenced; and provided, further, that in any Insolvency Proceeding commenced by or against any Loan Party, the Subordinated Holder Representative and the Subordinated Holders may take any action expressly permitted by Section 6 to be taken by them.

Permitted Action means any suit, action, or other proceeding in any way related to or arising out of this Agreement commenced in the courts of England and all courts having appellate jurisdiction over those courts, by any party to this Agreement against any other party to this Agreement;

Permitted Action means (a) an agreed extension of time for payment of any sum due under the License Agreement, (b) an agreed change in the manner or place of payment of any sums due under the License Agreement, (c) any waiver by SONIC of any defaults under the provisions of the License Agreement, (d) any delay or failure by SONIC to exercise any right or remedy SONIC may have under the License Agreement, (e) the granting by SONIC of any leniencies, waivers, extensions, and indulgences under the License Agreement, and (f) any agreed amendments to the License Agreement.