Examples of Chairman Parties in a sentence
The Chairman Parties agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.
The obligation of each Party under this Agreement is several (and not joint or joint and several), provided that the obligations of the Chairman Parties under this Agreement shall be joint and several as among the Chairman and the Chairman Holding Companies.
In the event of payment by the Chairman Parties under this Agreement, the Chairman Parties shall be subrogated to the extent of such payment to all of the rights of recovery of the Company Indemnitees with respect to then-effective insurance policies of the Company, subject to applicable Law and the terms of any such settlement, as applicable.
Subject to the foregoing sentence, Parent agrees to use commercially reasonable efforts to assist the Chairman Parties in securing such rights of subrogation, and the Chairman Parties shall pay or reimburse all expenses actually and reasonably incurred by Parent in connection with such assistance.
In case of any Indemnification Event and upon any Claim Notice to the Chairman Parties, the Chairman Parties shall be entitled to participate, and Parent agrees not to object to or otherwise prevent their participation, at their own cost therein.
For the avoidance of doubt, the Chairman Parties shall not be liable under this Agreement for any amounts paid in settlement of any Indemnification Event effected without the Chairman Parties’ prior written consent (except as set forth in the proviso in the foregoing sentence), which consent shall not be unreasonably withheld, delayed or conditioned.
The Chairman Parties further agree that their indemnification obligations under Section 1 shall be satisfied first from the Escrow Amount, and to the extent the Escrow Amount is insufficient to fully satisfy such indemnification obligations, the Chairman Parties agree that they shall be jointly and severally liable to indemnify Parent for any and all Losses that are not recoverable from the Escrow Amount (all such Losses, up to the Indemnification Cap, the “Excess Amount”).
This Agreement (together with the Merger Agreement, the Consortium Agreement dated August 12, 2012 by and among the Chairman Parties and the other parties thereto, and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.
In furtherance of the foregoing, Holdco shall make the necessary changes in its register of members to reflect any transfer of the equity interests of one or more Chairman Parties in Holdco pursuant to this Section 2.
The Chairman Parties shall be entitled to participate in the defense of any Indemnification Event.