SR Parties definition

SR Parties in relation to a Sole Risk Operation, means the Parties participating in the Sole Risk Operation;

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SR Parties has the meaning set forth in the preamble.

SR Parties means the Stockholders’ Representative and its Affiliates, and all of its and their respective Representatives. No SR Party shall be liable for any act done or omitted that is in any way related to the Stockholders’ Representative or its rights, duties or obligations, except in the case of willful misconduct by the Stockholders’ Representative. The Company Stockholders shall jointly and severally (directly and not from the Escrow Amount or the Administrative Expense Account) indemnify the SR Parties and hold the SR Parties harmless from and against any and all Losses and other charges or expenses incurred on the part of any SR Party and arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties under this Agreement, the Escrow Agreement or in connection with the transactions contemplated hereby or thereby (including those incurred to defend against any claim of liability with respect to any action taken or omitted by any SR Party), including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals, in each case other than resulting solely from willful misconduct by the Stockholders’ Representative.

Examples of SR Parties in a sentence

• USAC acknowledges that the S&R Parties are relying on the following representations and warranties in entering into this Agreement.

• To the Knowledge of the S&R Parties, there is no present intent of any customer, vendor or supplier of the Contributed Business to discontinue or substantially alter its relationship as such with the Contributed Business or USAC upon consummation of the Transaction.

• Without limiting the foregoing, and except as otherwise provided in Section 5.13(d), for a period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date, the S&R Parties shall, and shall cause their respective Affiliates to, provide USAC and its respective Affiliates with access to any and all Books and Records that are not required to be delivered to USAC at Closing pursuant to Section 2.6(a)(xii).

• The S&R Parties, jointly and severally, represent and warrant to USAC that, except to the extent expressly modified and set forth in the disclosure letter delivered by the Company to USAC at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”), the following statements are all true, correct and complete as of the date of this Agreement and as of the Closing.

• The S&R Parties will give prompt notice to USAC of (a) the occurrence, or failure to occur, of any event that has caused any representation or warranty of an S&R Party contained in this Agreement to be untrue or inaccurate in any material respect and (b) the failure of an S&R Party to comply with or satisfy in any material respect any covenant to be complied with by it hereunder.

• The liability of the S&R Parties for indemnification under this Article IX by reason of or arising out of any breach by an S&R Party of any representation, warranty or covenant shall not be modified, waived or diminished by any examination or investigation conducted by USAC of the books, records or operations of the Company.

• No loss of any Scheduled Permit is pending, or, to the Knowledge of the S&R Parties, threatened (other than expiration upon the end of any term).

• To the Knowledge of the S&R Parties, there has been no exposure of any Person or property to any Hazardous Materials as a result of or in connection with the Contributed Assets or the Contributed Business or the operations of Company with respect to the foregoing that could form the basis for a material Environmental Claim or any other material claim for Damages or compensation.

• To the Knowledge of the S&R Parties, no organizational efforts are presently being made or threatened by or on behalf of any labor union with respect to any Business Employee.

• Prior to the Closing, the S&R Parties shall ensure that copies of all submittals to such Governmental Authority and copies of any receipts or confirmations acknowledging such filing are on the premises of the Company.

More Definitions of SR Parties

SR Parties in relation to a Sole Risk Operation, means the parties participating in the Sole Risk Operation; “Wilful Misconduct” includes any act or omission committed in bad faith or with reckless disregard for the foreseeable and harmful consequences;

SR Parties means the Stockholders’ Representative and its Affiliates, and all of its and their respective Representatives. No SR Party shall be liable for any act done or omitted that is in any way related to the Stockholders’ Representative or its rights, duties or obligations, except in the case of willful misconduct by the Stockholders’ Representative. The Participating Stockholders and the Carve-Out Plan Participants shall jointly and severally indemnify the SR Parties and hold the SR Parties harmless from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the SR Party, the Stockholders’ Representative will reimburse the Participating Stockholders and the Carve-Out Plan Participants the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative by the Participating Stockholders, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Administrative Expense Account, (ii) the balance of the Escrow Amount at such time as remaining amounts would otherwise be distributable to the Participating Stockholders, and (iii) from any Contingent Payments at such time as any such amounts would otherwise be distributable to the Participating Stockholders; provided, that while this Section 8.1(e) allows the Stockholders’ Representative to be paid from the Administrative Expense Account, the Escrow Amount and the Contingent Payments, this does not relieve the Participating Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Representative be required to advance its own funds on be...