Common use of Affiliates and Associates Clause in Contracts

Affiliates and Associates. The obligations of the Stockholder herein shall be understood to apply to each of its Affiliates. The Stockholder shall cause its Affiliates and shall use reasonable best efforts to cause its Associates to comply with the terms of this Agreement; provided that, the foregoing notwithstanding, the Stockholder shall be severally responsible for any breach or failure to comply on the part of any of its Affiliates or Associates. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement (provided that, for purposes of this Agreement, neither “Affiliate” nor “Associate” shall include any natural person, and, provided further, that neither such term shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of the Stockholder serves as a member of its board of directors or similar governing body, unless the Stockholder otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate). the Stockholder and the Company shall each be responsible for any breach of the terms of this Agreement by such persons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.

Affiliates and Associates. The obligations of the Stockholder herein shall be understood to apply to each of its Affiliates. The Stockholder shall cause its Affiliates and shall use reasonable best efforts to cause its Associates to comply with the terms of this Agreement; provided that, the foregoing notwithstanding, the Stockholder shall be severally responsible for any breach or failure to comply on the part of any of its Affiliates or Associates. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement (provided that, for purposes of this Agreement, neither “Affiliate” nor “Associate” shall include any natural person, and, provided further, that neither such term shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of the Stockholder serves as a member of its board of directors or similar governing body, unless the Stockholder otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate). the The Stockholder and the Company shall each be responsible for any breach of the terms of this Agreement by such persons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.

Affiliates and Associates. The obligations of the Stockholder Parties herein shall be understood to apply to each of its their Affiliates. The Stockholder Parties shall cause its their Affiliates and shall use reasonable best efforts to cause its their Associates to comply with the terms of this Agreement; provided that, the foregoing notwithstanding, the Stockholder Parties shall be severally responsible for any breach or failure to comply on the part of any of its their Affiliates or Associates. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission SEC under the Exchange Act, and shall include all persons Persons or entities that that, at any time during the term of this Agreement Agreement, become Affiliates or Associates of any person or entity referred to in this Agreement (provided that, for purposes of this Agreement, that (i) neither “Affiliate” nor “Associate” shall include any natural person, and, provided further, that neither such term shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason (ii) any business entity of the fact that a principal of the Stockholder serves as which any Monarch Designee is a member of its the board of directors (or similar governing body) shall not be deemed to be an “Affiliate” of Investor or its Affiliates solely due to such relationship, unless the Stockholder Investor or such Affiliate otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act), (iii) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an AffiliateAffiliate and (iv) Investor and its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand, shall not be deemed to be “Affiliates” of one another). the Stockholder Each of Investor and the Company shall each be responsible for any breach of the terms of this Agreement by such personsPersons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.