Priority Sample Clauses
The Priority clause establishes the order of precedence among various documents or provisions within a contract. In practice, if there is a conflict or inconsistency between different sections, schedules, or referenced documents, the Priority clause dictates which one will take precedence. For example, it may specify that the main agreement overrides any annexes or that specific terms in a schedule prevail over general terms. This clause ensures clarity and prevents disputes by providing a clear mechanism for resolving contradictions within the contract.
POPULAR SAMPLE Copied 18 times
Priority. In any public offering of equity securities of the Issuer (including pursuant to Article IV or Article V), if any Managing Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the securities to be included in such offering shall be reduced by the Managing Underwriter as follows:
(a) with respect to any Registration,
(i) first, from any Issuer Securities or other securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the common equity of the Issuer) for the account of the Issuer and any Person other than the Stockholder proposed to be included in such offering, until such Issuer Securities have, if necessary, been reduced to zero; and
(ii) second, subject to clause (c) below, from any Registrable Securities held by the Stockholder;
(b) with respect to any other public offering,
(i) first, from any Registrable Securities held by the Stockholder to be included in such offering, until such Registrable Securities have, if necessary, been reduced to zero; and
(ii) second, from any Issuer Securities or other securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the common equity of the Issuer) for the account of the Issuer and any stockholder of the Issuer other than the Stockholder proposed to be included in such offering. Notwithstanding the foregoing, no reduction pursuant to this Section 6.9 shall be made in the number of Initial Registrable Securities required to be included in the Initial Registration or the Initial Sale pursuant to Sections 2.1 and 4.1 unless one or more holders of Issuer Securities other than the Stockholder and the Issuer are participating in the Initial Registration or the Initial Sale, in which case such reduction shall be made pro rata (unless the stockholders participating in the offering agree otherwise, subject to the proviso below) as to all securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the common equity of the Issuer) proposed to be included in such offering; provided, however, that in all events, following any such reductions, such offering shall include a number of shares of Class A Co...
Priority. Subject to the provisions of this Section 4.04 and the special provisions of Sections 4.05 and 5.01(g), the LTIP Units shall rank pari passu with the Common Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Common Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units. Subject to the terms of any Vesting Agreement, an LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Common Units are entitled to transfer their Common Units pursuant to Article IX.
Priority. Other than the security interest granted to the Issuer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Seller Property. None of the Originator, the Servicer nor the Seller has authorized the filing of, or is aware of any financing statements against either the Seller, the Originator or the Trust that includes a description of the Seller Property and proceeds related thereto other than any financing statement: (i) relating to the sale of Conveyed Property by the Originator to the Seller under the Sale and Contribution Agreement, (ii) relating to the security interest granted to the Trust hereunder, (iii) relating to the security interest granted to the Trust Collateral Agent under the Indenture; or (iv) that has been terminated or amended to reflect a release of the Seller Property.
Priority. Neither the Seller nor Santander Consumer has authorized the filing of, or is aware of any financing statements against either the Seller or Santander Consumer that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by Santander Consumer to the Seller under the Purchase Agreement, (ii) relating to the security interest granted to Issuer hereunder or (iii) that has been terminated.
Priority. Santander Consumer has not authorized the filing of, and is not aware of, any financing statements against Santander Consumer that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by Santander Consumer to the Purchaser under the Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer under the Sale and Servicing Agreement, (iii) relating to the security interest granted by the Issuer to the Indenture Trustee under the Indenture or (iv) that has been terminated.
Priority. Santander Consumer has not authorized the filing of, and is not aware of, any financing statements against Santander Consumer that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted to the Purchaser hereunder or (ii) that has been terminated.
Priority. The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by TMCC to the Seller under the Receivables Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer under this Agreement, (iii) relating to the security interest granted to the Indenture Trustee under the Indenture or (iv) that has been terminated.
Priority. The Receivable is not pledged, assigned, sold, subject to a security interest, or otherwise conveyed other than pursuant to the Transaction Documents. The Seller has not authorized the filing of and is not aware of any financing statements against the Originator or the Seller that include a description of collateral covering any Receivable other than any financing statement relating to security interests granted under the Transaction Documents or that have been or, prior to the assignment of such Receivable hereunder, will be terminated, amended or released. The Sale and Servicing Agreement creates a valid and continuing security interest in the Receivable (other than the Related Security with respect thereto) in favor of the Issuer which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such against all other creditors of and purchasers and assignees from the Seller.
Priority. This Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Supplemental Indenture shall, with respect to the Notes and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.
Priority. Neither the Seller nor Santander Consumer has authorized the filing of, or is aware of any financing statements against either the Seller or Santander Consumer that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by Santander Consumer to the Seller under the Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer under the Sale and Servicing Agreement, (iii) relating to the security interest granted by the Issuer to the Indenture Trustee under the Indenture or (iv) that has been terminated.