Certain Parent Covenants Sample Clauses

Certain Parent Covenants. Parent hereby covenants in favor of Exchangeco and each Class B Shareholder, solely in Parent’s capacity as controlling stockholder of Exchangeco, to do and cause Exchangeco to do all such things, take all necessary steps and pay such amounts as is necessary for Exchangeco to comply with its obligations under the Class B Share Provisions, except to the extent otherwise approved by the Class B Shareholders in accordance with Section 11.2 of the Class B Share Provisions. Without limiting the generality of the foregoing, Parent shall not declare, pay or set aside any dividends or other distributions on Parent Subordinate Voting Shares unless Parent shall first pay and contribute to Exchangeco cash or other property, as applicable, in such amount and of such type as shall be necessary for Exchangeco to declare and pay to the Class B Shareholders the entire Corresponding Dividend with respect to such dividend or other distribution on Parent Subordinate Voting Shares in accordance with Section 3.1 of the Class B Share Provisions.

Related to Certain Parent Covenants

Definitions As used in this Agreement, the following terms shall have the following meanings:
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
WHEREAS highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
NOW, THEREFORE the parties hereto agree as follows:
Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: