Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b)). None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.
Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, and subject further to Section 7 and Section 8, as though the Company were a party hereto. None of Holdco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause Parent and/or Merger Sub to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the limitations contained in, Section 9.08 of the Merger Agreement. Parent is a third-party beneficiary of the first sentence of Section 6. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement.
Enforceability; Third-Party Beneficiary. (a) This letter agreement may only be enforced by Parent or, solely to the extent set forth in the following proviso, the Company, in each case in accordance with this letter agreement and subject to the limitations herein and, with respect to the Equity Commitment, to the conditions set forth in Section 2; provided that, subject to Sections 5(b), 5(e) and 8, the Company is hereby made an intended third-party beneficiary of the rights granted to Parent for purposes of directly enforcing the obligations of Sponsor or, if applicable, its successors or permitted assigns hereunder, and will, for the avoidance of doubt and without limitation, be entitled to enforce the rights granted to Parent to cause the Sponsor to (a) fund the Equity Commitment in accordance with Section 1 of this letter agreement (subject to and in accordance with the limitations herein, the conditions in Section 2, and to Section 9.10 of the Merger Agreement) through an action for specific performance (or similar equitable relief) if, and only if, (i) all conditions in Sections 7.01 and 7.03 of the Merger Agreement have been satisfied or waived at the time when the Closing would have occurred but for the failure of the Financing to be funded (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), (ii) Parent fails to consummate the Closing by the date that the Closing is required to have occurred pursuant to Section 1.02 of the Merger Agreement and (iii) the Company has confirmed in writing to Parent (and the Company shall not have delivered written notice purporting to revoke such notice) that (A) all conditions in Sections 7.01 and 7.03 of the Merger Agreement (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied at the Closing) have been satisfied at the time when the Closing would have occurred but for the failure of the Financing to be funded and (B) the Company has irrevocably confirmed in writing that if specific performance is granted and the Financing is funded, then the Closing will occur or (b) fund the Damages Commitment in accordance with Section 3 of this letter agreement (subject to and in accordance with the limitations herein). None of Parent’s, Xxxxxx Sub’s or the Company’s creditors, or any Person claiming by, through or on behalf or for th...
Enforceability; Third-Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Parent and the Sponsor. This letter agreement may only be enforced by Parent pursuant to the terms hereunder or otherwise pursuant to the Merger Agreement. Subject to the foregoing, (a) none of Parent’s or Merger Sub’s creditors, nor any Person claiming by or on behalf of Parent or Merger Sub or any affiliate of Parent or Merger Sub shall have the right to enforce this letter agreement or to cause Parent or any other Person to seek to enforce this letter agreement against the Sponsor, and (b) nothing in this letter agreement, express or implied, is intended to confer upon any Person other than Parent any rights to enforce or cause Parent and/or Merger Sub to enforce the Equity Commitment or any provisions of this letter agreement or to confer upon any Person any rights or remedies against any Person other than the Sponsor under or by reason of this letter agreement.
Enforceability; Third-Party Beneficiary. This Agreement may only be enforced by (a) Holdco, (b) Union Sky, (c) Baring LP, (d) Hony LP or (e) the New Sponsor. None of Holdco’s, Merger Sub’s, Union Sky’s, Baring LP’s or Hony LP’s creditors shall have the right to enforce this Agreement or to cause Holdco, Merger Sub, Union Sky, Baring LP or Hony LP to enforce this Agreement against the New Sponsor. Nothing in this Agreement, express or implied, is intended to confer upon any person other than Holdco, the New Sponsor, Union Sky, Baring LP, Hony LP and the New Sponsor any rights or remedies under or by reason of this Agreement.
Enforceability; Third-Party Beneficiary. None of Parent’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The Parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this letter agreement. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Parent and the Sponsor, any rights or remedies under or by reason of this letter agreement; provided, however, that the Company is an express third-party beneficiary of this letter agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this letter agreement by the parties hereto, in addition to any other remedy at law or equity.
Enforceability; Third-Party Beneficiary. (a) This letter agreement shall inure to the benefit of and be binding upon Parent and the Sponsor. This letter agreement may only be enforced (i) by Parent at the direction of the Sponsor or (ii) by the Company to seek specific performance to cause Parent to draw down the proceeds of the Equity Commitment subject to Section 9.07 of the Merger Agreement, and subject further to Section 6 and Section 7 hereof as though the Company were a party hereto. None of Parent’s, Xxxxxx Sub’s or the Company’s creditors (other than, with respect to Parent, the Company to the extent provided herein), nor any Person claiming by or on behalf of Parent, Merger Sub or the Company or any Affiliate of Parent, Merger Sub or the Company shall have the right to enforce this letter agreement or to cause Parent, Merger Sub, the Company or any other Person to seek to enforce this letter agreement against the Sponsor. The Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause Parent to draw down the proceeds of the Equity Commitment subject to Section 9.07 of the Merger Agreement. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Parent, the Sponsor and, to the extent provided in this Section 4, the Company, any rights or remedies under, or by reason of, or any rights to enforce or cause Parent to enforce, the Equity Commitment or any provisions of this letter agreement or to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this letter agreement.
(b) This Agreement is being entered into by Sponsor and Parent to induce the Company to enter into the Merger Agreement. Each of Sponsor and Parent recognizes and acknowledges that a breach by it of its obligations under this Agreement will cause the Company to sustain irreparable harm for which the Company would not have an adequate remedy at law, and therefore in the event of any such breach the Company shall, without the posting of bond or other security (any requirement for which each of Sponsor and Parent hereby waives), be entitled to the remedy of specific performance to the extent provided herein.
Enforceability; Third-Party Beneficiary. There is no express or implied intention to benefit any third party including, without limitation, the Company and nothing contained in this Equity Commitment Letter is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, in any person or entity other than Piceance. Under no circumstances shall Par be liable for any costs or damages including, without limitation, any special, incidental, consequential, exemplary or punitive damages, to any person or entity, including the Company, in respect of this Equity Commitment Letter.
Enforceability; Third-Party Beneficiary. This Agreement shall inure to the benefit of and be binding upon Issuer, Parent, the Founder and the Investor. This Agreement may only be enforced by Issuer, the Founder, Parent and/or the Investor, and none of the creditors of Issuer, the Founder, Parent or the Investor nor any other Person that is not a party to this Agreement shall have any right to enforce this Agreement or to cause any party hereunder to enforce this Agreement. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder or any rights to enforce the Commitment or any provision of this Agreement.
Enforceability; Third-Party Beneficiary. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement; provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this Agreement by the parties hereto, in addition to any other remedy at law or equity.
