Right to Bring Action; No Contribution Sample Clauses

Right to Bring Action; No Contribution. Notwithstanding anything in this Article 9 or elsewhere in this Agreement to the contrary, only the Stockholder Representative Committee shall have the right, power and authority to commence any action, suit or proceeding, including any arbitration proceeding, by and on behalf of any or all Participating Rights Holders or any other Indemnifying Party against Parent or the Surviving Corporation, or any other Indemnified Party, and in no event shall any Participating Rights Holder himself, herself or itself have the right to commence any action, suit or proceeding, including any arbitration proceeding, against Parent or the Surviving Corporation, or any other Indemnified Party. Each Participating Rights Holder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement.
Sample 1
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Right to Bring Action; No Contribution. Notwithstanding anything in this Article 11 or elsewhere in this Agreement to the contrary, only the Shareholder Representative shall have the right, power and authority to commence any action, suit or proceeding, including any arbitration proceeding, by and on behalf of any or all Participating Rights Holders or the Founders against Holdco and its Affiliates, including the ISR Surviving Company and the US Surviving Corporation, or any other Holdco Indemnitee, and in no event shall any Participating Rights Holder or Founder himself, herself or itself have the right to commence any action, suit or proceeding, including any arbitration proceeding, against Holdco and its Affiliates, including the ISR Surviving Company and the US Surviving Corporation, or any other Holdco Indemnitee, in each case other than any such action, suit or proceeding, including any arbitration proceeding, in connection with such Participating Rights Holder’s or such Founder’s right to receive Merger Consideration or the Founders’ Portion. Each Participating Rights Holder and Founder waives, and acknowledges and agrees that such Participating Rights Holder or Founder shall not have and shall not exercise or assert (or attempt to exercise or assert), other than in connection with any such Person’s status as a D&O Indemnified Party, any right of contribution, right of indemnity or other right or remedy against Holdco and its Affiliates, including the ISR Surviving Company and the US Surviving Corporation, in connection with any indemnification obligation or any other liability to which such Participating Rights Holder or Founder may become subject under or in connection with this Agreement.
Sample 1
Right to Bring Action; No Contribution. Each Equityholder waives, and acknowledges and agrees that such Equityholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Company in connection with any indemnification obligation or any other liability to which such Equityholder may become subject under or in connection with this Agreement subject to rights pursuant to a Company Indemnification Agreement and/or the D&O Tail Policy. Notwithstanding anything in this ARTICLE IX or elsewhere in this Agreement to the contrary, only the Representative shall have the right, power and authority to commence or prosecute any action, suit or proceeding, including any arbitration proceeding, by and on behalf of any or all Equityholders against Buyer, Parent, the Company, or any other Indemnified Party in connection with Buyer’s and Parent’s obligations under this Agreement, and in no event shall any Equityholder himself, herself or itself have the right to commence or prosecute any action, suit or proceeding, including any arbitration proceeding, against Buyer, Parent, the Company, or any other Indemnified Party in connection with Buyer’s and Parent’s obligations under this Agreement.
Sample 1
Right to Bring Action; No Contribution. Notwithstanding anything in this Article XI or elsewhere in this Agreement to the contrary, only the Stockholders’ Representative (on behalf of the Fully Diluted Common Holders) shall have the right, power and authority to commence any action, suit or proceeding, including any arbitration proceeding, by and on behalf of any or all Fully Diluted Common Holders against Buyer or the Surviving Corporation, or any other Indemnified Party, and in no event shall any Fully Diluted Common Holder himself, herself or itself have the direct right to commence any action, suit or proceeding, including any arbitration proceeding, against Buyer or the Surviving Corporation, or any other Indemnified Party.
Sample 1
Right to Bring Action; No Contribution. Each Equityholder waives, and acknowledges and agrees that such Equityholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Company in connection with any indemnification obligation or any other liability to which such Equityholder may become subject under or in connection with this Agreement. Notwithstanding anything in this Article 8 or elsewhere in this Agreement to the contrary, only the Sellers’ Representative shall have the right, power and authority to commence or any Action by and on behalf of any or all Equityholders against the Purchaser Indemnified Parties, and in no event shall any Equityholder itself have the right to commence or prosecute any Action, against the Purchaser, the Purchaser Indemnified Parties or any other Person in connection with Purchaser’s obligations under this Agreement.
Sample 1
Right to Bring Action; No Contribution. Each Stockholder waives, and acknowledges and agrees that such Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Company in connection with any indemnification obligation or any other liability to which such Stockholder may become subject under or in connection with this Agreement. Notwithstanding anything in this ARTICLE IX or elsewhere in this Agreement to the contrary, only the Representative shall have the right, power and authority to commence or prosecute any action, suit or proceeding, by and on behalf of any or all Stockholders against Buyer, the Company, or any other Buyer Indemnified Party in connection with Buyer’s obligations under this Agreement, and in no event shall any Stockholder himself, herself or itself have the right to commence or prosecute any action, suit or proceeding against Buyer, the Company, or any other Buyer Indemnified Party in connection with Buyer’s obligations under this Agreement.
Sample 1
Right to Bring Action; No Contribution. Each Company Stockholder waives, and acknowledges and agrees that such Company Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Company in connection with any indemnification obligation or any other liability to which such stockholder may become subject under or in connection with this Agreement. Notwithstanding anything in this Article VIII or elsewhere in this Agreement to the contrary, to the fullest extent permitted by Law, only the Representative shall have the right, power and authority to commence or prosecute any action, suit or proceeding, including any arbitration proceeding, by and on behalf of any or all Company Stockholders against the Buyer or the Company, and in no event shall any Company Stockholder himself, herself or itself have the right to commence or prosecute any action, suit or proceeding, including any arbitration proceeding, against the Buyer or the Company in connection with the Buyer’s obligations under this Agreement; provided, that the D&O Indemnified Persons, to the fullest extent permitted by Law, shall have the right, power and authority to commence or prosecute any action, suit or proceeding, including any arbitration proceeding, against the Buyer or the Company in connection with the Buyer’s obligations under Section 5.15.
Sample 1
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Right to Bring Action; No Contribution. Notwithstanding anything in this Article 9 or elsewhere in this Agreement to the contrary, only the Stockholder Representative shall have the right, power and authority to commence any action, suit or proceeding, including any arbitration proceeding, by and on behalf of any or all Participating Rights Holders against Parent or the Surviving Corporation, or any other Indemnified Party, and in no event shall any Participating Rights Holder himself, herself or itself have the right to commence any action, suit or proceeding, including any arbitration proceeding, against Parent or the Surviving Corporation, or any other Indemnified Party. Each Participating Rights Holder waives, and acknowledges and agrees that such Participating Rights Holder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Surviving Corporation in connection with any indemnification obligation or any other liability to which such Participating Rights Holder may become subject under or in connection with this Agreement other than any such rights provided by the Tail D&O Policy.
Sample 1

Related to Right to Bring Action; No Contribution

  • No Obligation to Contribute Deficit If any Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

  • No Contribution Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

  • No Obligation to Continue Business Relationship Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Extent of Liability; Contribution (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

  • Mutual Contribution The parties to this Agreement and their counsel have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the ground that such party drafted the provision or caused it to be drafted or the provision contains a covenant of such party.

  • Initial Contribution The capital contributions to be made by the Member and with which the Company shall begin business are as follows: Member Name Contribution Membership Interest Century Land Holdings, LLC $ 1,000.00 100 %

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

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