Examples of ID&T International in a sentence
The Parties acknowledge that, as of the Signing Date, the respective capital accounts of SFX-IDT N.A. Holding and ID&T International are in a 75% to 25% ratio reflecting the contribution of assets through the Signing Date.
Holding will be entitled to designate (subject to ID&T International’s approval, which ID&T International shall not unreasonably withhold, delay, or condition), by providing written notice thereof to the Company and ID&T International, three individuals to serve as Managers (each such Manager, collectively with any replacement of or successor to such Manager, an “SFX-Designated Manager”), and, upon such designation, such individuals will thereby be appointed as Managers.
Each ID&T Party (other than ID&T International) hereby appoints ID&T International and each Person that ID&T International might designate, individually, as such ID&T Party’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to sign any such amendment.
If ID&T International disputes any such methodology, then ID&T International is permitted to refer the matter for resolution pursuant to Article 15.
No ID&T Party, other than One of Us and ID&T International, is entitled to enforce any of the rights of any of One of Us and ID&T International under this Article 5, other than with respect to the termination, if any, of such ID&T Party’s non-competition obligations pursuant to Section 5.4(b)(iii).
Any Breach of any representation or warranty of any Seller Parties hereunder, any Breach of any obligation of any Seller Parties hereunder, any indemnification obligations of any Seller Parties hereunder, and any ID&T International Liability will be subject to the indemnification provisions set forth in the ID&T Worldwide SPA as provided therein.
Notwithstanding anything else herein, neither SFX-IDT N.A. Holding nor ID&T International shall have any obligation to make any capital contribution or provide any other funding to the Company at any time at which the Company has insufficient funds to make a Tax Distribution to the Members as set forth in this Section 10.1.
The Company shall indemnify, defend, and hold harmless ID&T International for any United States income tax liability that ID&T International incurs based on a determination of an applicable taxing authority solely as a result of the entry into this Agreement in order to reflect a change in the ownership of the Membership Interests by the Members.
Notwithstanding anything in this Amendment, the SPA, the ID&T International SPA, or any of the Ancillary Documents to the contrary, the NAJV Documents will survive upon the occurrence of the Closing.
Xxxxxx Xxxxxx 2,000 ------ TOTAL 200,000 EXHIBIT A IDT CORPORATION Significant Subsidiaries Percentage Ownership by IDT ------------------------ --------------------------- IDT International Corp.