Exor Clause Samples
An Exor clause, also known as an 'exclusion of rights' or 'exclusion of remedies' clause, is designed to limit or exclude certain rights or remedies that would otherwise be available to a party under a contract or by law. In practice, this clause might specify that one party cannot claim damages, seek specific performance, or pursue other legal remedies in the event of a breach, except as expressly provided in the agreement. The core function of an Exor clause is to allocate risk and provide certainty by clearly defining the extent of each party's rights and remedies, thereby preventing unexpected or broad claims that could arise outside the contract's terms.
Exor. FI shall use its reasonable best efforts to procure that (i) promptly following the public announcement by the parties to this Agreement, Exor S.p.A. (“Exor”) will publicly state its support for the Mergers and (ii) as soon as practicable after the date hereof but in any event within 10 Business Days, Exor will enter into an agreement with CNH whereby Exor will undertake to (a) appear at the FI Shareholders’ Meeting (in person or by proxy) or otherwise cause all the FI Ordinary Shares held by Exor as of the record date of the FI Shareholders Meeting to be counted as present for purposes of determining a quorum; and (b) vote (or cause to be voted), such shares in favor of the FI Shareholder Approval and against any proposal that would render the FI Shareholder Approval invalid or ineffective.