Enforcement Action

Enforcement Action. Any action to enforce or attempt to enforce any right or remedy available to the any Party under any Financing Document, pursuant to applicable law or otherwise, including any action to: (a) exercise any right of set-off; (b) commence, continue or participate in any judicial, arbitral or other proceeding, or any other collection or enforcement action of any kind, against the Borrower or any of the assets of Borrower (including any Proceeding), seeking, directly or indirectly, to enforce any... rights or remedies, or to enforce any of the obligations incurred by Borrower under or in connection with any Financing Document; (c) commence or pursue any judicial, arbitral or other proceeding or legal action of any kind, seeking injunctive or other equitable relief to prohibit, limit or impair the commencement or pursuit by any Party of any of its respective rights or remedies under or in connection with any Financing Document, or otherwise available under applicable law; or (d) under the provisions of any state or federal law, including, without limitation, the UCC, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of Borrower. View More

Enforcement Action. Means, upon the occurrence and during the continuation of an Event of Default and in connection with the exercise of remedies: (i) any action by any Secured Creditor to foreclose on the Lien of such Person in any Collateral, (ii) any action by any Secured Creditor to take possession or control of, or sell or otherwise realize upon, or to exercise any other rights or remedies with respect to, including, without limitation through a stock power, power of attorney, other transfer document or... otherwise, any Collateral, including, without limitation, a sale, transfer or other disposition of any Collateral by Company with the consent of, or at the direction of, a Secured Creditor, (iii) any action by any Secured Creditor to retain, or direct or cause Company to retain, a broker, investment banker or appraiser to sell (or appraise in connection with a proposed sale) all or any material portion of the Collateral, and which action has been designated as an "Enforcement Action" in a written notice to Gemino or FCB, as the case may be, and to Company, (iv) the delivery of any notice, claim or demand relating to the Collateral to any Person in the possession or control of any Collateral or acting as bailee, custodian or agent for any holder of a Lien in respect of any Collateral, (v) any action by any Secured Creditor to retain, or direct or cause Company to retain, a restructuring officer, crisis manager or similar Person in respect of Company, (vi) the taking of any other actions by a Secured Creditor to collect or enforce all or any part of the Obligations payable to such Secured Creditor or any claims in respect thereof against (x) Company or (y) any of Company's Property, including the taking of control or possession of, or the exercise of any right of setoff or other legal right with respect to, any Property of Company or the sale, transfer or other disposition of any interest in such Property or assets, or (vii) the commencement by any Secured Creditor (or joinder with any Person in the commencement) of any legal proceedings or actions against, in connection with, or with respect to (x) Company or (y) any of Company's Property or assets or any Collateral to facilitate the actions described in any of clauses (i), (ii), (iii), (iv), (v) and (vi) above, 2 including any Proceeding and any action to have the automatic stay lifted in any Proceeding of Company. View More

Enforcement Action. Any action to enforce or attempt to enforce any right or remedy available with respect to the Subordinated Indebtedness under the Subordinated Documents, applicable law or otherwise, including any action to (a) accelerate the maturity of, or demand as immediately due and payable, all or any part of the Subordinated Indebtedness, (b) exercise any put option, any right of mandatory redemption or any similar right or otherwise cause any Loan Party to honor any redemption or mandatory prepayment or... any obligation to make an offer to repurchase under any Subordinated Document, (c) exercise any right of set-off, (d) realize or foreclose upon, repossess, sell or otherwise dispose of, liquidate, or otherwise restrict or interfere with the use of, any Collateral, (e) commence, continue or participate in (other than as a defendant or co-defendant (or in a comparable capacity) in defense of its own interests or in reply to any Insolvency Proceeding brought against Subordinated Creditor) any Insolvency Proceeding or other collection or enforcement action of any kind, against any Loan Party or any other Grantor (including any insolvency, bankruptcy, dissolution or liquidation proceeding), in any case, seeking, directly or indirectly, to enforce any rights or remedies, or to enforce any of the obligations incurred by the Loan Parties or other Grantors, under or in connection with the Subordinated Indebtedness or the Subordinated Documents, or (f) commence or pursue any judicial, arbitral or other proceeding or legal action of any kind, seeking injunctive or other equitable relief to prohibit, limit or impair the commencement or pursuit by the Senior Creditors of any of their rights or remedies under or in connection with the Senior Documents or otherwise available to the Senior Creditors under applicable law; provided, however, that the term "Enforcement Action" shall not include (i) if an Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 5(b) hereof, filing of a Proof of Claim with respect to the Subordinated Indebtedness, (ii) any suit or action initiated or maintained to prevent the loss of a claim as a result of the running of any applicable statute of limitations or other similar restriction on claims, (iii) filing any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of Subordinated Creditor, (iv) any non-judicial procedural actions that may be required or desired as a precondition to acceleration or relating to preservation of rights (such as giving a notice of default or reservation of rights (including acceleration subject to the terms of this Agreement)), (v) the automatic acceleration of the Subordinated Indebtedness upon the initiation of an Insolvency Proceeding under the Bankruptcy Code or (vi) conversion of the outstanding principal of and accrued interest on the Subordinated Indebtedness into common Equity Interests of the Parent pursuant to the Subordinated Note. View More

Enforcement Action. Any action taken by any government agency against Seller or any Product manufactured by Seller for Juice Plus+ under this Agreement which involves (i) the seizure or recall of Product as a result of a failure by Seller to Produce the Product in accordance with the Standards, (ii) an instruction to cease Producing any Product due to the failure by Seller to Produce the Product in accordance with the Standards, or (iii) a fine relating to purported violations of any Applicable Law governing the... Production of any Product based upon a failure by Seller to Produce the Product in accordance with the Standards View More

Enforcement Action. (a) to take from or for the account of any Company or any Subsidiary of any Company, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by any Company or any Subsidiary of any Company with respect to the Subordinated Debt, (b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Company or any Subsidiary of any Company to (i) enforce payment of or to collect the whole or any part of... the Subordinated Debt or (ii) commence judicial enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to the Subordinated Debt or any of the Companies' property or assets, including the commencement of any Proceeding, (c) to accelerate the Subordinated Debt (other than pursuant to Section 2.6(r) of the Stock Purchase Agreement, (d) to exercise the Put Right or any other put option or to cause any Company or any Subsidiary of any Company to honor any redemption or mandatory prepayment obligation under any Subordinated Debt Document, (e) to notify account debtors or directly collect accounts receivable or other payment rights of any Company or any Subsidiary of any Company, (f) to take control or possession of or sell or otherwise realize upon, or to exercise any other rights or remedies with respect to the Subordinated Debt Security, or (g) to take any action under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of any Company or any Subsidiary of any Company; provided that, notwithstanding anything set forth in this definition, no action to enforce the Subordinated Creditor's right to a Transaction-Related Payment shall be deemed to be an "Enforcement Action" under this Agreement. View More

Enforcement Action. Means (a) to take from or for the account of any Person, by set-off or in any other manner, the whole or any part of any monies which may now or hereafter be owing by any such Person with respect to such obligations; (b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Person to (i) enforce payment of, or to collect the whole or any part of, such obligations or (ii) commence judicial enforcement of any of the rights and remedies with... respect to the Vicis Obligations or 4 the MIG7 Obligations, as the case may be; (c) to accelerate the Vicis Loan or the MIG7 Loan, as the case may be; (d) to cause the Credit Parties to honor any redemption or mandatory prepayment obligation with respect to the Vicis Obligations or the MIG7 Obligations, as the case may be; (e) to notify the account debtors or to directly collect accounts receivable or other payment rights of any of the Credit Parties; or (f) to take any action under the provisions of any state or federal law, including, without limitation, the UCC, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell the Collateral or any Controlled MIG7 Collateral. View More

Enforcement Action. To (a) take from or for the account of any Loan Party or any guarantor of the Subordinated Obligations, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by any Loan Party or any such guarantor with respect to the Subordinated Obligations; (b) sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Loan Party or any such guarantor to (i) enforce payment of or to collect the whole or any... part of the Subordinated Obligations (which shall include, for the avoidance of doubt, any demand or collection of payment at maturity), or (ii) commence judicial enforcement of any of the rights and remedies under the Subordinated Note Documents or applicable law with respect to the Subordinated Obligations; (c) accelerate the Subordinated Obligations; (d) exercise any put option or to cause any Loan Party or any such guarantor to honor any redemption or mandatory prepayment obligation under any Subordinated Note Document; (e) notify account debtors or directly collect accounts receivable or other payment rights of any Loan Party or any such guarantor; or (f) take any action under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of any Loan Party or any such guarantor including the Collateral. View More

Enforcement Action. Shall mean to: (a) take from or for the account of any Loan Party or any other guarantor of the Senior Debt and/or the Subordinated Debt, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by any Loan Party or any such guarantor with respect to the Senior Debt and/or the Subordinated Debt, (b) ask, demand, sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Loan Party of the Senior... Debt and/or the Subordinated Debt or any such guarantor to (i) enforce payment of or to collect the whole or any part of the Senior Debt and/or the Subordinated Debt, or (ii) commence judicial enforcement of any of the rights and remedies under the Senior Debt Documents and/or the Subordinated Debt Documents or applicable law or at equity with respect to the Subordinated Debt, (c) commence or join with other Persons to commence a Proceeding, including under any Debtor Relief Law, or initiate a filing of a petition for relief under any Proceeding, including under any Debtor Relief Law, (d) send a notice of default under or with respect to or accelerate any Senior Debt and/or any Subordinated Debt, (e) receive or exercise any put option or to cause any Loan Party or any such guarantor to honor any redemption or mandatory prepayment obligation with respect to any Senior Debt and/or any Subordinated Debt, (f) receive or exercise any right or remedy with respect to the Senior Debt (whether under the Senior Debt Documents, applicable law or otherwise) and/or the Subordinated Debt (whether under the Subordinated Debt Documents, applicable law or otherwise), or (g) receive or exercise any right or remedy provided to a secured creditor under the Senior Debt Documents and/or the Subordinated Debt Documents (including, in each case, the delivery of any notice to seek to obtain payment directly from any account debtor of any Loan Party or any depositary bank, securities intermediary, or other person obligated on any Collateral, or the exercise of any right of setoff or recoupment with respect to obligations owed to any Loan Party), under applicable law, at equity, in a Proceeding, including under any Debtor Relief Law or otherwise, (h) foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or Dispose of (whether publicly or privately), Collateral, or otherwise exercise or enforce remedial rights with respect to Collateral (including by way of setoff, recoupment, notification of a public or private sale or other Disposition pursuant to applicable law, notification to account debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under landlord consents, if applicable), (i) commence, prosecute, participate in or take any action to enforce any claim or any Lien in respect of the Collateral or any other property or asset, including the institution of any foreclosure proceedings, the noticing of any public or private sale or other disposition pursuant to Article 9 of the UCC or other applicable law, the exercise of any voting rights relating to any Equity Interests or any other property or asset, the acceptance of Collateral or any other property or asset in full or partial satisfaction of any Senior Debt and/or any Subordinated Debt, or any attempt to vacate or obtain relief from a stay or other injunction restricting any other action described in this definition, or (i) dispose of all or any portion of the Collateral by private or public sale or any other means, or solicit bids from third parties to conduct the disposition of all or any portion of the Collateral or engage or retain sales brokers, marketing agents, or auctioneers for the purposes of marketing, promoting, and selling Collateral, (j) receive a transfer of Collateral in satisfaction of any obligation secured thereby, (k) file or support any motion or application seeking relief from any automatic stay imposed in any Proceeding, including under any Debtor Relief Law, (l) otherwise enforce a Lien or exercise a remedy, as a secured creditor or otherwise, in equity, or pursuant to the Senior Debt Documents and/or the Subordinated Debt Documents (including the commencement of applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described in the preceding clauses and exercising voting rights in respect of equity interests comprising Collateral), or (m) to cause the disposition of Collateral by any Loan Party or any Subsidiary of any Loan Party (other than in the ordinary course of business) after the occurrence and during the continuation of an event of default under the Senior Debt Documents and/or the Subordinated Debt Documents. View More

Enforcement Action. Commencement of any action, whether judicial or otherwise, for the enforcement of such Lender's rights or remedies (i) in respect of Borrower's or Guarantor's obligations in favor of such Lender under the applicable Loan Documents, or (ii) as a secured creditor with respect to the Collateral, including (a) commencement of any receivership or foreclosure proceedings against, or any other sale of, collection on, or disposition of, any Collateral, or any other exercise of rights or remedies with... respect to the Collateral under the Loan Documents, including the delivery of notice of an Event of Default, (b) notifying any third-party liable in respect of the Collateral to make payment directly to such Lender or to any of its agents or other persons acting on its behalf, or (c) following the commencement of an Insolvency Event against Borrower or Guarantor, exercising any rights afforded to secured creditors in a case under any bankruptcy or other insolvency law with respect thereto or taking any other action under any bankruptcy or insolvency law that directly relates to or directly affects any Collateral View More

Enforcement Action. (a) any demand or request for any payment or Distribution, any commencement of any litigation or other similar proceeding, any acceleration of the Junior Subordinated Obligations, or the commencement of any other remedy, in each case in respect of the Junior Subordinated Obligations, or (b) any commencement of, or joinder with any creditor in commencing, any Insolvency Proceeding against any Obligor or any assets of any Obligor