Co-Investor Liability Sample Clauses

Co-Investor Liability. In the event of any Co-Investor Liability, the Company shall promptly notify Co-Investor Member in writing of the amount of such Co-Investor Liability, including a reasonably detailed basis for asserting that a liability is a Co-Investor Liability and a reasonably detailed calculation of the amount thereof (a “Co-Investor Liability Notice”). If Co-Investor Member fails to dispute any such Co-Investor Liability within twenty (20) Business Days of receiving the Co-Investor Liability Notice, then the determination of the Co-Investor Liability shall be final and binding. If Co-Investor Member disputes any such Co-Investor Liability, it shall deliver a written notice of such dispute to the Company (each, a “Dispute Notice”), with Intel Member in copy, within twenty (20) Business Days of Co-Investor Member’s receipt of the Co-Investor Liability Notice, and the Company and Co-Investor Member shall cooperate in good faith to resolve any such dispute, including mutual agreement on the amount of such Co-Investor Liability, within ten (10) Business Days of the Company’s receipt of the Dispute Notice. If (i) Co-Investor Member does not deliver a Dispute Notice during the twenty (20) Business Day period following Co-Investor Member’s receipt of the Co-Investor Liability Notice or (ii) Co-Investor Member delivers as Dispute Notice during the twenty (20) Business Day period following Co-Investor Member’s receipt of the Co-Investor Liability Notice and such dispute is later finally resolved and settled, providing that Co-Investor Member owes to the Company such Co-Investor Liability (the occurrence of the event described in clause (i) or (ii), the “Co-Investor Liability Trigger”), Co-Investor Member shall promptly pay to the Company (which in no event shall be more than fifteen (15) Business Days after the occurrence of the Co-Investor Liability Trigger) an amount equal to the Co-Investor Liability, together with interest thereon at the rate of the Agreed Rate from the date that such Co-Investor Liability was due until the date that the full amount of such Co-Investor Liability (including any interest thereon) is paid. If Co-Investor Member fails to pay the Co-Investor Liability when due, then the amount of Distributable Cash (or such lesser amount equal to the Co-Investor Liability if the Co-Investor Liability is for a lesser amount) that would have otherwise been allocated and distributed to Co-Investor Member in accordance with Section 2.1(f) on each subsequent Quarter...
Sample 1
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Related to Co-Investor Liability

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

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