RIGHT AND OBLIGATION TO PROCEED AGAINST AMOUNTS DUE TO THE COMPANIES, AND THE EXISTING EQUITY HOLDERS Sample Clauses

RIGHT AND OBLIGATION TO PROCEED AGAINST AMOUNTS DUE TO THE COMPANIES, AND THE EXISTING EQUITY HOLDERS. Each of the Companies hereby irrevocably grants, and each of the Existing Equity Holders shall, pursuant to their respective Representation and Indemnity Agreements, irrevocably grant to each IHS/Allied Indemnitee the right to collect any amounts that it, he or she may owe to such IHS/Allied Indemnitee by reason of indemnification rights under this Agreement or any Representation and Indemnity Agreement by taking an assignment of any amount that shall then or thereafter become due to it, him or her by Allied. In furtherance of the foregoing, each of the Companies hereby irrevocably authorizes and instructs Allied, and each of the Existing Equity Holders shall, pursuant to their respective Representation and Indemnity Agreements, irrevocably authorize and instruct Allied, to pay (out of any amounts that shall then be due by Allied to such indemnifying party) to any IHS/Allied Indemnitee, upon receipt of a written demand from such IHS/Allied Indemnitee (with copies thereof delivered to the Representatives) any amount that such IHS/Allied Indemnitee claims pursuant to the indemnification provisions of this Agreement or any Representation and Indemnity Agreement. Allied shall be required to make such payment to such IHS/Allied Indemnitee (to the extent of any amounts that shall then be due to such indemnifying party by Allied), provided, however, that if the indemnifying party so requests, Allied shall deposit (out of any amounts that shall then be due by Allied to such indemnifying party) in an escrow account with Crestar Bank (to be held in escrow pending joint written delivery instructions from the indemnifying party and the applicable IHS/Allied Indemnitee, or an order of a court of competent jurisdiction) any amount that such IHS/Allied Indemnitee claims pursuant to the indemnification provisions of this Agreement or any Representation and Indemnification Agreement. If there shall be a Closing, each IHS/Allied Indemnitee shall be required to proceed to collect any amounts that it claims pursuant to its, his or her indemnification rights under this Agreement or any Representation and Indemnity Agreement to the extent of any amounts that shall then be due by Allied to the applicable indemnifying party prior to proceeding directly against such indemnifying party.
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Related to RIGHT AND OBLIGATION TO PROCEED AGAINST AMOUNTS DUE TO THE COMPANIES, AND THE EXISTING EQUITY HOLDERS

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below.

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Independent Nature of Investors’ Obligations and Rights The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.

  • Conditions Precedent to the Obligations of the Company to sell Shares The obligation of the Company to sell Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Modifications and Waivers; Obligation of the Company Absolute The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Partnership Obligations (a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • Limitation on Investor's Obligation to Purchase Shares Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be required to purchase, and an Intended Put Share Amount may not include, an amount of Put Shares, which when added to the number of Put Shares acquired by the Investor pursuant to this Agreement during the 31 days preceding the Put Date with respect to which this determination of the permitted Intended Put Share Amount is being made, would exceed 9.99% of the number of shares of Common Stock outstanding (on a fully diluted basis, to the extent that inclusion of unissued shares is mandated by Section 13(d) of the Exchange Act) on the Put Date for such Pricing Period, as determined in accordance with Section 13(d) of the Exchange Act (the "Section 13(d)

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