Designated Matter definition
Examples of Designated Matter in a sentence
Notwithstanding anything to the contrary in this Agreement, Parent shall be entitled to control as the Indemnifying Party the defense or settlement of any claim relating to the Designated Matter that is indemnifiable hereunder.
No Covered Person shall be liable to the Company or any other Member for any expenses, damages or losses with respect to a Designated Matter other than those expenses, damages or losses directly attributable to such Covered Person's willful misconduct or gross negligence or failure to act in good faith or in a manner that it reasonably believed to be in (or not opposed to) the best interests of the Company.
Each of the Purchaser Indemnitees shall (i) provide the Seller Indemnitors with reasonable access to its books, records and properties in connection with any Designated Matter, (ii) retain and (upon the Seller Indemnitor’s request) provide to the Seller Indemnitors the books and records that are reasonably relevant to such Designated Matter, and (iii) make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
Any Dispute arising out of or relating to a Designated Matter or any Related Agreement or the relationship of the Parties (other than Escrow Agent and Collateral Agent) hereto shall be barred unless an arbitration proceeding is commenced within two years from the date the complaining Party (other than Escrow Agent and Collateral Agent) knew or should have known of the facts giving rise to such Dispute.
In between a Routine Informational Meeting, if specifically requested by such Investor, the Company shall promptly and reasonably inform such Investor of any significant developments with respect to a Designated Matter since such Routine Informational Meeting (which may be accomplished in any reasonable manner sufficient to alert such Investor that an update is available (e.g., voicemail, text, etc.)).
Concurrently with the Closing, a number of shares issuable as part of the Aggregate Merger Consideration and equal to (i) the Maximum Share Offset plus (ii) Designated Matter Holdback Shares (such total, the “Restricted Share Amount”) shall be deposited in escrow (the “Escrow”) to be held in accordance with the Escrow Agreement (collectively, the “Seller Restricted Shares”).
For the avoidance of doubt, the Indemnitees shall not recover (i) any Designated Matter Damages from the General Indemnity Funds, and (ii) any Damages other than the Designated Matter Damages from the Special Indemnity Escrow Funds.
UST shall retain the right to vote in its sole discretion all Owned Shares beneficially owned by it and its controlled Affiliates (and which are entitled to vote on such matter) on any Designated Matter.
In no event shall Purchaser repurchase any Designated Matter Holdback Shares other than pursuant to this Section 2.16; provided that Designated Matter Holdback Shares shall not be Purchaser’s sole remedy with respect to the indemnification amounts covered by Section 10.2(d).
Any repurchase of Designated Matter Holdback Shares pursuant to this Section 2.16 shall occur no later than 90 days following the later of (i) final settlement with respect to the matter set forth on Schedule 10.2(d) under the heading “Program Amounts” and (ii) full satisfaction of any required Core Decrease or Core Increase pursuant to Section 2.6 hereof.