Transaction Committee; Chief Restructuring Officer; Cooperation and Access Sample Clauses

Transaction Committee; Chief Restructuring Officer; Cooperation and Access. At all times (x) the Company shall, at its sole cost and expense, maintain the Transaction Committee (as defined below) as a committee of its board of directors as provided for in Section 17(d) below and (y) the Company and its US Subsidiaries shall, at their sole cost and expense, continue the appointment and employment of the CRO as provided for in Section 17(d) below. Without limiting the Company’s other obligations hereunder, effective immediately as of the Forbearance Effective Date (notwithstanding the later appointment of the CRO pursuant to Section 17(d)), the Company and its Subsidiaries shall provide such CRO with access to all financial and other information of the Company and its Subsidiaries and the Company, its Subsidiaries and their respective professional advisors, employees, officers and directors shall (without limiting their other obligations hereunder) each cooperate reasonably and in good faith with the CRO, Noteholder, the Collateral Agent, any financial advisor retained by the Noteholder (together with any successor or replacement selected by the Noteholder or its counsel, the “Noteholder Financial Advisor”) and such other professional advisors retained from time to time by the Noteholder and/or the Collateral Agent in providing access to all information reasonably requested by the CRO, Noteholder, the Collateral Agent, the Noteholder Financial Advisor and/or any other professional advisors to the Noteholder and/or the Collateral Agent from time to time relating to the Obligors’ and their respective Subsidiaries business and financial affairs and their assets and properties, including without limitation, to the extent reasonably requested, the Obligors’ and their respective Subsidiaries’ books and records and all information provided to any other existing or potential lender, investor, bidder or acquiror, and to their senior management and professional advisory teams.
Sample 1
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Related to Transaction Committee; Chief Restructuring Officer; Cooperation and Access

  • Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions For purposes of this Agreement:

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