Examples of Deere Investor in a sentence
If the CD&R Investor and the Deere Investor fail to resolve such Dispute during such period, then the matter shall be submitted to Xxxx X.
For the avoidance of doubt, any Transfer of Equity Securities owned by Deere Investor to a Permitted Affiliated Transferee that is otherwise permitted or required under this Agreement may be accomplished indirectly by means of the Transfer of equity interests in Deere Investor to such Permitted Affiliated Transferee, and the indirect Transferee of such Equity Securities may and shall satisfy the applicable conditions set forth in this Agreement.
CD&R Investor and Deere Investor agree to use their commercially reasonable efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as members of the Board.
Deere Investor, SiteOne Holding LLC, formerly known as JDA Holding LLC (“JDA”), SiteOne Landscape Supply LLC, formerly known as Xxxx Deere Landscapes LLC (“OpCo”), SiteOne Landscape Supply Bidco, Inc., formerly known as CD&R Landscapes Bidco, Inc.
Each of the Company, Midco, Bidco, JDA and OpCo acknowledges and agrees that (i) Deere Investor will rely on the Information and on information available from generally recognized public sources in performing the services hereunder and (ii) Deere Investor does not assume responsibility for the accuracy or completeness of the Information and such other information.
Deere Investor hereby agrees, during the term of this Agreement, to provide the members of the Company Group with the Consulting Services as may reasonably be requested from time to time by the board of directors (the “Board”) of the Company and agreed to by Deere Investor.
Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is in a writing duly executed by each of the Company Entities and Deere Investor (acting on its own behalf and on behalf of each other Affiliated Indemnitee) and in compliance with Section 2.10 of the Stockholders Agreement.
Each Indemnifying Party will require its successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance satisfactory to Deere Investor and its counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as such Indemnifying Party would be required to perform if no such succession had taken place.
The parties acknowledge and agree that Deere Investor shall perform the services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel and those of its controlled Affiliates.
The Additional Consulting Fee may be increased only by the Company and in compliance with Section 2.10 of the Stockholders Agreement, dated as of the date hereof, by and among the Company, Deere Investor, CD&R Investor, and the other stockholder parties thereto (the “Stockholders Agreement”).