Shareholder Liabilities Sample Clauses

Shareholder Liabilities. For so long as this Agreement is in effect, Purchaser shall take the lead in litigating or negotiating any matters related to Shareholder Liabilities, including claims against the Debtors' estates related thereto; provided, however, that Purchaser shall consult with Professionals for the First-Lien Debtholders and Second-Lien Debtholders in connection with any such litigation and shall not settle such litigation if the effect of such settlement decreases the recoveries of the First-Lien Debtholders or the Second-Lien Debtholders without the prior written consent of the Professionals for the First-Lien Debtholders and the Second-Lien Debtholders affected thereby. The Company shall cause each of the Debtors to reasonably cooperate with Parent and its counsel and the Professionals for the First-Lien Debtholders and Second-Lien Debtholders in any such litigation, proceedings or negotiations and, on behalf of itself and each of the other Debtors, hereby irrevocably authorizes Purchaser to settle any Claim relating to Shareholder Liabilities on such terms as Purchaser may determine, provided,however, that such settlement is subject to the occurrence of the Closing.
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Shareholder Liabilities. In the event any Director takes any action or binds the Company solely in his or her capacity as a Director without authorization of the Board or any Director violates his or her obligations under this Agreement, the following Party shall be solely responsible for, and shall indemnify the Company and/or the other Shareholders against, any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever (including to any investigative, legal and other expenses incurred in connect ion with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding) (collectively, “Losses”) that the Company or such other Shareholders, as the case may be, may at any time become subject to or liable for by reason of such violation: (A) in the case of any such act without authorization or violation by a Director other than the Common Director, the Shareholder nominating such Director, (B) in the case of any such act without authorization or violation by the Common Director, Solid Gain, or (C) in the case of any such act without authorization or violation by the MCO2 Director, Aptech.
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Shareholder Liabilities. All liabilities and obligations relating to Seller’s shareholders, officers and directors.
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Shareholder Liabilities. 40 9.2 Releases.....................................................................40 9.3 Rule 144(c)..................................................................41
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Shareholder Liabilities. On the Closing Date, the Surviving Corporation shall pay up to $425,000 in cash to Tudexx, Xxx xxx the Ellingtons to repay loans made previously by such individuals to MBR; provided, that such individuals provide Quest with documentation of such loans in a form that is reasonably acceptable to Quest. Upon payment, MBR shall cause the holders of such loans to cancel the same. If the principal and accrued interest on such loans exceed $425,000 as of the Closing Date, such overage (the "Excess Shareholder Loan Amount") shall be deducted from the Aggregate Cash Payment in accordance with Section 2.1(a)(i).
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Shareholder Liabilities. All Liabilities of Seller arising from any claim by any of Seller’s stockholders, optionholders, warrantholders or other equity holders, in their capacity as such, whether in connection with the Transaction or otherwise. For purposes of this Section 1.4, “Seller” shall be deemed to include any predecessors to Seller and any Person with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, Table of Contents consolidation, assignment, assumption or otherwise). Seller hereby acknowledges that it is retaining the Excluded Liabilities; provided, however, that Purchaser shall pay all Seller Transaction Expenses which reduced the Purchase Price at Closing pursuant to Section 2.1 at or immediately following the Closing. Seller shall pay, discharge and perform all Excluded Liabilities (other than such Seller Transaction Expenses which reduced the Purchase Price at Closing pursuant to Section 2.1) promptly when due.
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Shareholder Liabilities. 14.1. The Board shall not have the right to incur any liability of whatever nature on behalf of any Party without the express, written consent, in advance, of the appropriate authorizing body of the Party.
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Shareholder Liabilities 
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Related to Shareholder Liabilities

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • TRUST AND SHAREHOLDER LIABILITY The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Trustees or any individual Trustee of the Trust.

  • Other Liabilities Local Church represents and warrants that is has no loans, leases or other debts secured by the Real Property or Personal Property, except those matters set out Schedule 3.2, and that if any debts exist, secured or unsecured, it shall either satisfy all of its debts, loans, and liabilities, or assign or transfer such obligations to its new operating entity prior to or simultaneous with Closing, and solely bear the cost thereof. Local Church must provide sufficient documentation of the same to Annual Conference.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • LIMITATION OF SHAREHOLDER LIABILITY 9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such and not individually. The obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the trustees or directors have caused this Agreement to be executed.

  • No Rights or Liabilities as Stockholder Nothing contained in this Warrant shall be deemed to confer upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any securities whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise.

  • No Rights or Liabilities as Shareholder Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof any rights as a shareholder of the Company or as imposing any obligation on the Holder to purchase any securities or as imposing any liabilities on the Holder as a shareholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

  • Shareholder Obligations Shareholder may not participate in any underwritten offering pursuant to this Agreement unless Shareholder (i) agrees to only sell Registrable Securities on the basis reasonably provided in any underwriting agreement and (ii) completes, executes and delivers any and all questionnaires, lock-up agreements, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably or customarily required by or under the terms of any underwriting agreement or as reasonably requested by INC.

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