Examples of Chaparral Parties in a sentence
In the event that Chaparral fails to pay any such Insurance Charges when due and payable, whether at the request of the Person entitled to payment or upon demand by TXI, the TXI Parties may (but shall not be required to) pay such Insurance Charges for and on behalf of the Chaparral Parties and, thereafter, Chaparral Parties shall forthwith reimburse TXI for such payment within 30 days.
Prior to or as promptly as practicable after the Distribution, TXI shall deliver to Chaparral all corporate books and records of Chaparral Parties and copies of all corporate books and records of the TXI Parties relating to the Chaparral Business, including in each case all active agreements, litigation files and government filings.
Each of the Chaparral Parties and its Affiliates, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by the Chaparral Parties for such claims relating to any period on or after the Distribution.
For a period of three (3) years following the Distribution Date, neither the TXI Parties nor the Chaparral Parties may, and will not permit any of their respective Affiliates or agents to, solicit or recruit for employment any then current exempt salaried, managerial or supervisory employees of the other, without the prior written consent of the other.
Prior to the Distribution, all of TXI’s designees shall have resigned or been removed as officers and from all Boards of Directors or similar governing bodies of all Chaparral Parties and all of Chaparral’s designees shall have resigned or been removed as officers and from all Boards of Directors or similar governing bodies of all TXI Parties.
In asserting and pursuing such coverage and payment, and subject to Section 10.6, TXI shall have sole power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of the Chaparral Parties, which decisions, determinations, commitments and stipulations shall be final and conclusive if reasonably made to maximize the overall economic benefit of the TXI Policies.
In consideration for and simultaneous with the consummation of the transactions described in Section 2.5(b), the Chaparral Parties shall, and hereby do, assume on a joint and several basis, and discharge in accordance with their respective terms, all of the Assumed Liabilities.
After the consummation of the transactions set forth in Section 2.5(a), TXI contributed to Chaparral as an additional contribution to capital the capital stock provided in Section 2.1(a)(i), and TXI shall, and shall cause the TXI parties to, transfer all of TXI’s right, title and interest in and to the other Transferred Assets to the appropriate Chaparral Parties.
The Chaparral Parties shall indemnify and hold harmless the TXI Parties against any Liabilities arising in connection with such Assumed Liability.
Absent the prior consent of the Required Consenting Noteholders and the Required Consenting Prepetition Lenders (which consent shall not be unreasonably withheld), the Chaparral Parties shall not seek approval of any additional incentive or retention plans for employees during the Chapter 11 Cases other than the Management Incentive Plan.