Examples of Equityholder Parties in a sentence
The designation of the Representative is coupled with an interest, and, except as set forth in the immediately preceding sentence, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of the Equityholder Parties.
From and after the Closing (but subject to the provisions of this Article 7), Buyer shall indemnify Seller and the Equityholder Parties against, and hold Seller and the Equityholder Parties harmless from, any Losses suffered or incurred by Seller prior to the Limitation Date to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, or (iii) any Assumed Liabilities.
Except as set forth in Section 7M of the Company Disclosure Letter, there are no claims for brokerage commissions, finder’s fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Equityholder Parties, the Company or any of its Subsidiaries or the directors, officers, managers, employees thereof.
Proskauer Rose LLP shall not be precluded from or restricted from representing Equityholder Parties or otherwise acting as attorneys for any Equityholder Party in any matter, including any court proceeding or other matter related to this Agreement and/or any of the other Transaction Documents and/or any of the transactions contemplated hereby or thereby.
Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a Party except that the D&O Indemnified Persons, Equityholder Parties and Xxxxx Lord LLP shall have the rights expressly provided to them in this Agreement.
For the avoidance of doubt, the Equityholder Parties shall only be entitled to receive indemnification payments pursuant to this Section 9.03 with respect to Losses that have actually been suffered or incurred by the Equityholder Parties.
Each of Buyer and Seller shall indemnify the other party (and the Buyer Parties and Equityholder Parties, as applicable) for Losses such party (or the Buyer Parties or Equityholder Parties, as applicable) suffer as a result of any breach of any Ongoing Shared Contract by such party.
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall not be precluded from or restricted from representing Equityholder Parties or otherwise acting as attorneys for any Equityholder Party in any matter, including any court proceeding or other matter related to this Agreement and/or any of the other Transaction Documents and/or any of the transactions contemplated hereby or thereby.