No Limitation on Decision-Making Sample Clauses

No Limitation on Decision-Making. Each of the Management Sellers, the other Holdings Pre-Closing Members (other than Rollover Holdco) and the Member Representative acknowledge the absolute right of Holdings and its Subsidiaries (and to the extent of Parent’s, the Principals’ and their respective designees’ rights under the A&R Holdings LLC Agreement and the limited liability company agreements of Holdings’ Subsidiaries (as in effect from time to time), Parent’s, the Principals’ and their respective designees’ decisions and actions with respect to Holdings and its Subsidiaries in accordance therewith) to operate, manage and invest in its businesses in the exercise of its sole discretion, and agree that the Board and Directors (each as defined in the A&R Holdings LLC Agreement) set forth in the A&R Holdings LLC Agreement), the Principals, Parent, any Affiliates of Parent, Holdings and its Subsidiaries shall have no liability or obligation to any of the Management Sellers, the other Holdings Pre-Closing Members or the Member Representative with respect to any Earn-Out Amount (or any portion thereof) under this Agreement or any bonus or other incentive amounts under Exhibit E to the A&R Holdings LLC Agreement in connection with their operation of the businesses of Holdings and its Subsidiaries from and after the consummation of the Closing. Without limiting the generality of the foregoing, Parent and the Principals presently intend to base their decisions regarding operations of the businesses of Holdings and its Subsidiaries, including the investment and allocation of resources, on the basis of the strategic objectives of the Principals, Parent and any Affiliates of Parent. Each of the Management Sellers, the Rollover Holdco Members, Rollover Holdco, the Direct Rollover Members, the other Holdings Pre-Closing Members and the Member Representative acknowledge that certain situations could arise where such decisions may adversely affect the Adjusted EBITDA of Holdings and its Subsidiaries.
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Related to No Limitation on Decision-Making

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  • Limitation on Out-of-State Litigation Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Limitation on Actions 28.1 Except with respect to any indemnification obligations in Article 12, above, or as are otherwise set forth in the Contract, any arbitral proceedings in accordance with Article 23.2, above, arising out of the Contract must be commenced within three years after the cause of action has accrued. 28.2 The Parties further acknowledge and agree that, for these purposes, a cause of action shall accrue when the breach actually occurs, or, in the case of latent defects, when the injured Party knew or should have known all of the essential elements of the cause of action, or in the case of a breach of warranty, when tender of delivery is made, except that, if a warranty extends to future performance of the goods or any process or system and the discovery of the breach consequently must await the time when such goods or other process or system is ready to perform in accordance with the requirements of the Contract, the cause of action accrues when such time of future performance actually begins.

  • Limitation on Suits No holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 90 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such 90 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the request. Notwithstanding anything contained herein to the contrary or any other provisions of this Indenture, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

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