Non-Involvement of Certain Parties. JRD hereby acknowledges and agrees in perpetuity that, in the event that there is any breach or alleged default by MGM Jxxx or any Affiliate thereof of this Agreement, or the Company has or may have any claim arising from or relating to the services to any actions to be taken by MGM Jxxx or any Affiliate thereof under this Agreement, JRD shall not, and shall cause its Affiliates not to, commence any lawsuit or otherwise seek to impose any liability whatsoever against Kxxx Xxxxxxxxx or Tracinda Corporation. JRD hereby further acknowledges and agrees in perpetuity that neither Kxxx Xxxxxxxxx nor Tracinda Corporation shall have any liability whatsoever to any Person with respect to this Agreement or with respect to any services provided or other actions taken hereunder or pursuant hereto by any Member, any Affiliate thereof or the Company. JRD hereby further acknowledges and agrees in perpetuity that it shall not permit, by act or omission, any Person claiming through it, to assert a claim or impose any liability against either Kxxx Xxxxxxxxx or Tracinda Corporation, either collectively or individually, as to any matter or thing arising out 50 of, or relating to, or any alleged breach or default by MGM Jxxx, any Affiliate thereof, or the Company under or pursuant to this Agreement. In addition, JRD acknowledges and agrees in perpetuity that neither Kxxx Xxxxxxxxx nor Tracinda Corporation, individually or collectively, is a party to, or bound by any term or provision of, this Agreement or liable for any alleged breach or default thereof.

Non-Involvement of Certain Parties. Employee hereby agrees that if (A) there is any default or alleged default by the Company under this Agreement or (B) Employee has, or may have, any claim arising from or relating to the terms of this Agreement, Employee shall not commence any lawsuit or otherwise seek to impose any liability whatsoever against Xxxx Xxxxxxxxx or Tracinda Corporation (“Tracinda”). Employee hereby further agrees that (X) neither Xxxx Xxxxxxxxx nor Tracinda shall have any liability whatsoever with respect to this Agreement or any matters relating to or arising from this Agreement, (Y) Employee shall not assert or permit any party claiming through it to assert a claim or impose any liability against Xxxx Xxxxxxxxx or Tracinda, either collectively or individually, as to any matter or thing arising out of, or relating to, this Agreement or any alleged breach or default of this Agreement by the Company and (Z) neither Xxxx Xxxxxxxxx nor Tracinda is a party to this Agreement or liable for any alleged breach or default of this Agreement by the Company.

Non-Involvement of Certain Parties. The parties acknowledge that neither Xxxx Xxxxxxxxx nor Tracinda Corporation, individually or collectively, is a party to this Agreement or any agreement provided for herein. Accordingly, the parties hereby agree that in the event (a) there is any alleged breach or default by any party under this Agreement or any agreement provided for herein, or (b) any party has any claim arising from or relating to any such agreement, no party, nor any party claiming through such party, shall commence any proceedings or otherwise seek to impose any liability whatsoever against Xxxx Xxxxxxxxx or Tracinda Corporation by reason of such alleged breach, default or claim. Without limiting the foregoing, any reference to an "Affiliate" of Developer or an "Affiliate" of Parent shall not be deemed to included either Xxxx Xxxxxxxxx or Tracinda Corporation, or any parent or sister company or subsidiary of Tracinda Corporation, including without limitation, Metro-Xxxxxxx-Xxxxx Studios, Inc and its parent, sister and subsidiary companies (except only for Parent and its direct subsidiaries).

Non-Involvement of Certain Parties. NYRA agrees that in the event there is any default or alleged default by Operator under this Agreement, or NYRA has or may have any claim arising from or relating to the services provided under this Agreement, NYRA shall not commence any lawsuit or otherwise seek to impose any liability whatsoever against Kxxx Xxxxxxxxx or Tracinda Corporation. NYRA hereby further agrees that neither Kxxx Xxxxxxxxx nor Tracinda Corporation shall have any liability whatsoever with respect to this Agreement or the services provided hereunder. NYRA hereby further agrees that it shall not permit any party claiming through it, to assert a claim or impose any liability against either Kxxx Xxxxxxxxx or Tracinda Corporation, either collectively or individually, as to any alleged breach or default by NYRA. In addition, NYRA agrees that neither Kxxx Xxxxxxxxx nor Tracinda Corporation, individually or collectively, is a party to this Agreement or is liable for any alleged breach or default of this Agreement by Operator.

Non-Involvement of Certain Parties. PH and PHCO agree that in the event there is any default or alleged default by MGM under the arrangements contemplated by this Agreement, or PH or any member of the PH Group has any claim arising from the arrangements contemplated by this Agreement, neither PH nor PHCO nor any other member of PHCO Group shall seek to impose any liability directly against Kxxx Xxxxxxxxx or Tracinda Corporation.

Related to Non-Involvement of Certain Parties

Replacement of Certain Lenders In the event a Lender (“Affected Lender”) shall: (i) be a Defaulting Lender, (ii) have requested compensation from a Borrower under Sections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being requested generally by the other Lenders, (iii) have delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurocurrency Rate Loans to a Borrower for reasons not generally applicable to the other Lenders, (iv) have invoked Section 10.2, or (v) failed to consent to a waiver or amendment hereto which requires the consent of each Lender or each Lender affected thereby and that has otherwise been consented to by the Required Lenders, then, in any such case, the applicable Borrower (or the Company on behalf of any Borrower) or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by a Borrower and a copy to the applicable Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 13.3(A) which the applicable Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the applicable Borrower (or the Company on behalf of any Borrower), to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Enforcement of Certain Rights Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.
Treatment of Certain Payments Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.
Waiver of Certain Actions The Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent or any of their respective Affiliates or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Mergers) or (b) alleging a breach of any duty of the Company Board or the Parent Board in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.
Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.
Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).
Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.
Payment of Certain Taxes (a) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.
Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

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