MFN. (a) Chrysler shall be permitted to accept any preferable terms and conditions of any agreement or set of agreements similar to this Agreement between SCUSA and any other OEM that is related to dealer or customer financing arrangements.
(b) SCUSA will notify Chrysler of the existence of terms and conditions of any agreement or set of agreements similar to this Agreement and Chrysler shall have the right to receive such terms and conditions. The parties will agree through the Steering Committee on a method for any necessary third party review of the terms of any other OEM program to enable Chrysler effectively to realize the benefit of this MFN provision while not compromising the integrity of any such OEM program and SCUSA will ensure that the terms of any such OEM program permits such review.
(c) In the event of a dispute with respect to the compliance with this Section, any party may request a nationally recognized firm of independent accountants agreeable to the parties to resolve such dispute. Any such request shall be in writing and shall specify with particularity the terms and conditions being submitted for determination. The parties agree to promptly, and in good faith, take all necessary action to designate the accountant no later than ten (10) business days after a request is made. The parties shall cooperate fully in assisting the accountants in their review, including by providing the accountants full access to all files, books and records relevant thereto. Notwithstanding the generality of the foregoing, the parties shall not be required to provide the accountants with access to records to the extent (i) such access is prohibited by applicable Law or (ii) such records or information is legally privileged. The fees and expenses if such accountants will be borne by the prevailing party (as determined by accountants in their sole discretion).
MFN. Prior to the first (1st) anniversary of the Restatement Date, in the event that the Company grants rights to any Member (including any Person who becomes a Member after the date hereof and prior to the first (1st) anniversary of the Restatement Date) relating to its ownership of Common Units that are more favorable in the aggregate than the rights of the Xxxxxxxx Member, the January Capital Member or the Xxxx Xxxxx Member set forth in this Agreement (excluding the rights of the Restatement Date Members set forth herein), then the Company shall promptly provide the Xxxxxxxx Member, the January Capital Member and the Xxxx Xxxxx Member with a written description of the rights so granted, and the rights of the Xxxxxxxx Member, the January Capital Member and the Xxxx Xxxxx Member shall be deemed to have been amended to include such terms unless the Xxxxxxxx Member, the January Capital Member or the Xxxx Xxxxx Member, as applicable, elects not to accept such amended rights.
MFN. If, with respect to delivery of programming on an SOD basis over the Internet or New Media, Licensor agrees with another licensee to content protection requirements and obligations more favorable than those set forth herein, or permits its own SOD service to have content protection requirements and obligations more favorable than those set forth in this Exhibit C, Licensor shall promptly notify STE, and STE shall have the benefit of those same terms and conditions.
MFN. CableLabs shall not sublicense the Licensed Technology to any entity unless such entity licenses its patents and copyrights which are essential for compliance with the Specifications to CableLabs on the same terms and conditions as this Agreement. Except for license fees payable under the Master License Agreement between CableLabs and RSA Data Security, Inc. dated December 31, 1997, if CableLabs pays any third party a fee to license its patents and copyrights which are essential for compliance with the Specification or requires sublicensees to pay such a fee, CableLabs or its sublicensees shall pay to Licensor a reasonable royalty substantially equivalent to the greatest royalty paid to any other such third party.
MFN. (a) The Company and each LDM Investor (other than M) agrees that, from and after the date hereof until the date that neither Mammoth nor any of its Affiliates owns 5,000,000 Common Shares (as adjusted for any stock split, stock dividend, reverse stock split or similar event), if the Company or any of its Subsidiaries enters into any legally binding contract, agreement, arrangement or understanding (or any amendment thereto) with Leopard Parent, Dragon Parent, M or their respective Affiliates in their capacity as a shareholder of the Company, including relating to any of the matters addressed by this Agreement, the Registration Rights Agreements or the Voting and Standstill Agreement, including the nomination, designation, recommendation and election of directors, other governance rights or registration rights, which contains terms or conditions that are more favorable to such Person, or more restrictive to the Company, than those to which Mammoth and its Affiliates has agreed with the Company (a “Superior Arrangement”), unless the Company reasonably determines, in good faith, following advice of legal counsel to such effect, that such Superior Arrangement is not enforceable against the Company, but excluding any such Superior Arrangement (other than with any LDM Investor or any of their respective Controlled Persons) that is significantly related to the material acquisition of assets or securities of another company, the sale of all or substantially all of the assets of the Company, or any other material business combination for the benefit of the Company and its shareholders as a whole, where the Company’s benefit from any such transaction significantly relates to the Company’s business and operations, then within two Business Days after entering into any such Superior Arrangement the Company shall offer Mammoth and its Affiliates the opportunity to enter into an agreement on the same terms and conditions as the Superior Arrangement. To the extent any such agreement constitutes a waiver or amendment of this Agreement, the Company and the LDM Investors (other than M) (on behalf of themselves and their respective Affiliates) hereby consent to any such waiver or amendment. For the avoidance of doubt, nothing contained in this Section shall be construed to permit the Company and the LDM Investors (other than M) to amend this Agreement or the Voting and Standstill Agreement without the prior written consent of Mammoth.
(b) The parties hereto acknowledge that L...
MFN. If, with respect to delivery of programming on an SOD basis over the Internet or New Media, Licensor agrees with another licensee to SOD usage model terms more favorable than those set forth herein or permits its own SOD service to have SOD usage model terms more favorable than those set forth in this Schedule U, Licensor shall promptly notify STE, and STE shall have the benefit of those same terms and conditions.
MFN. Notwithstanding the foregoing, but subject to Section 10.18, if the Borrower incurs or suffers to exist any unsubordinated Specified Indebtedness (other than ECA Indebtedness) that after the date hereof includes financial covenants that are more restrictive than those contained in this Section 7.1, then such financial covenants shall be deemed included in this Agreement, mutatis mutandis, without any further action by the Borrower, the Administrative Agent or any Lender for so long as such Specified Indebtedness (other than ECA Indebtedness) or any commitments in respect thereof shall be outstanding; provided that the term “financial covenants” for purposes of this Section shall in no event encompass agreements in respect of interest rates, fees, expenses, yield protection, indemnities, collateral, loan maturities, prepayment premiums, prepayment prohibitions or “call” protection or conditions precedent.
MFN. To the extent the Holders of Second Lien Notes Claims, in their capacity as such and as Class or sub-Class, receive a recovery percentage under the CEOC Plan or through some other agreement with some or all of the Caesars Parties, however funded from any source, greater than the recovery percentage received by the Holders of Claims in Class H (Senior Unsecured Notes Claims), Class I (Undisputed Unsecured Claims), Class J (Disputed Unsecured Claims), Class K (Convenience Class Claims), and Class L (Insurance Covered Unsecured Claims) under the CEOC Plan, in their capacities as such, additional consideration shall be made available (on the same terms as to the Holders of Second Lien Notes Claims in their capacity as such and as a Class or sub-Class) to the Holders of Claims in Class H, Class I, Class J, Class K, and Class L such that their recovery percentage will be equal to the recovery percentage received by such Holders of Second Lien Notes Claims in their capacity as such and as a Class or sub-Class, commensurate with the respective vote of each of Class H, Class I, Class J, Class K, and Class L to accept or reject the CEOC Plan, as applicable; provided, however, for the avoidance of doubt, in the event the Holders of Second Lien Notes Claims in their capacity as such and as a Class or sub-Class receive any recovery percentage greater than the recovery percentage received by the Holders of Claims in Class H, Class I, Class J, Class K, and Class L and not contingent upon CEOC Plan treatment tied to voting outcomes, then any CEOC Plan treatment tied to voting outcomes for Class H, Class I, Class J, Class K, and Class L also shall be eliminated, and the Holders of Claims in such Classes shall receive the greater recovery percentage received by such Holders of Second Lien Notes Claims.
MFN. In the event the Company issues any Ordinary Shares to any other investor (an “Other Investor”) in a private placement in connection with the Qualified IPO, Investor shall automatically be entitled to the benefit of any terms offered to any such Other Investor that are more favorable to Investor than the terms set forth in this Agreement and the documents referred to herein.
MFN. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, settlement or waiver (other than the reimbursement of legal fees) (each a "Settlement Document") relating to the Warrants and/or the outstanding number of Preferred Shares, is or will be more favorable to such Person than those of the undersigned and this Amendment Agreement shall be, without any further action by the undersigned or the Company, deemed amended and modified in an economically and legally equivalent manner such that the undersigned shall receive the benefit of the more favorable terms contained in such Settlement Document. Notwithstanding the foregoing, the Company agrees, at its expense, to take such other actions (such as entering into amendments to this Amendment Agreement) as may be required to further effectuate the foregoing. For purposes of this Amendment Agreement, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.
