Without limiting Section 5. 4, the Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer on its own behalf or on behalf of the Secured Parties until at least one year (or, if longer, the applicable preference period) plus one day after the payment in full of all of the Notes.
Without limiting Section 5. 11(a), after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, "Costs and Expenses"), arising out of, relating to or in connection with (i) any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or (ii) the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement or the events and developments between Parent and the Company leading up to this Agreement. Any Indemnified Party hereunder will (1) give prompt notice to the Surviving Corporation of any claim which arises from or after the Effective Time with respect to which it seeks indemnification and (2) permit the Surviving Corporation to assume the defense of such claim with counsel reasonably satisfactory to a majority of the Indemnified Parties. In connection with the selection of counsel to represent the Indemnified Parties in connection with clause (2) above, the Surviving Corporation shall propose counsel to represent the Indemnified Parties. The applicable Indemnified Parties shall have the right to approve such counsel, but such approval shall not be unreasonably withheld. If the proposed counsel is not approved, the Surviving Corporation shall continue to propose counsel until counsel is approved by the applicable Indemnified Parties. Any Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless: (x) the Surviving Corporation has agreed, in writing,...
Without limiting Section 5. 1(a), the Manager shall have the sole power and authority to effect any of the following by the Company or any of its Subsidiaries in one or a series of related transaction, in each case without the vote, consent or approval of any Unitholder: (i) any sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company); (ii) any merger, consolidation, reorganization or other combination of the Company with or into another entity, (iii) any acquisition; (iv) any issuance of debt or equity securities; (v) any incurrence of indebtedness; or (vi) any dissolution. Except for any vote, consent or approval of any Unitholder expressly required by this Agreement, if a vote, consent or approval of the Unitholders is required by the Delaware Act or other applicable law with respect to any action to be taken by the Company or matter considered by the Manager, each Unitholder will be deemed to have consented to or approved such action or voted on such matter in accordance with the consent or approval of the Manager on such action or matter.
Without limiting Section 5. 4(a), each of Seller Parties and Buyer shall, and shall use reasonable best efforts to cause their respective Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed, within 30 days after the date hereof, all filings pursuant to the HSR Act (and, to the extent applicable, all filings under the antitrust laws of any applicable jurisdiction). In addition, each of Seller Parties and Buyer (i) shall, and shall use reasonable best efforts to cause its Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed within 30 days after the date hereof, all required initial applications and documents in connection with obtaining all required Gaming Approvals, (ii) shall act diligently and promptly to pursue the Governmental Approvals and, (iii) subject to applicable Laws relating to the exchange of information, supply as promptly as practicable to the appropriate Governmental Entity any additional information and material that may be requested thereby, including in respect of required Gaming Approvals, the HSR Act and the antitrust laws of any applicable jurisdiction (with respect to Seller Parties and Buyer only), and shall cooperate with the other parties hereto in connection with the making of all filings referenced in this and the preceding sentence including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to the other parties hereto and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto; provided further, that materials may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns) as promptly as practicable following the filing thereof. Prior to Closing, Buyer shall use its reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible; provided, however, that Buyer shall not participate in any meeting or have any substantive communication with any Governmental Entity in connection with this Agreement (excluding any meetings or substantive communication regarding Gaming Approvals) unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Entity, gives Seller the opportunity to attend and participate therein. From the date of this Agree...
Without limiting Section 5. 1(a), prior to, on and after the Distribution Date, each Party will, and will cause its Subsidiaries to, cooperate with the other Party and its Subsidiaries, and without any further consideration, but at the expense of the requesting Party, to (i) execute and deliver, or use reasonable best efforts to cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such Party may be reasonably requested to execute and deliver to the other Party, (ii) make, or cause to be made, all filings with, and obtain, or cause to be obtained, all Consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, Contract or other instrument, (iii) seek, obtain, or cause to be obtained, any Consents required to effect the Separation or the Distribution and (iv) take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in each case, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements, the transfers of the Horizon Assets and the TriMas Assets, the assignment and assumption of the Horizon Liabilities and the TriMas Liabilities and the other transactions contemplated hereby and thereby.
Without limiting Section 5. 9(a) in any respect, Purchaser shall use its commercially reasonable efforts, at its sole expense, to cause itself or its Affiliates to be substituted in all respects for the Indemnified Party and any of its Affiliates, and for the Indemnified Party and its Affiliates to be released, effective as of the Closing, in respect of, or otherwise terminate (and in each case cause the Indemnified Party and its Affiliates to be released in respect of), all obligations of the Indemnified Party and any of its Affiliates under each Seller Guarantee (including, in each case, by delivering at the Closing (i) executed agreements to assume reimbursement obligations for such Seller Guarantees, (ii) executed instruments of guaranty, letters of credit or other documents requested by any banks, customers or other counterparties with respect to any Seller Guarantees, and (iii) any other documents reasonably requested by Seller in connection with Purchaser’s obligations under this Section 5.9). In furtherance and not in limitation of the foregoing, at the request of an Indemnified Party, Purchaser shall and shall cause its Affiliates to use its commercially reasonable efforts to assign or cause to be assigned any Contract or lease underlying such Seller Guarantee to a Subsidiary of Purchaser meeting the applicable net worth and other requirements in such Contract or lease to give effect to the provisions of the preceding sentence. For any Seller Guarantees for which Purchaser or any Transferred Entity, as applicable, is not substituted in all respects for the Indemnified Party and its Affiliates (or for which the Indemnified Party and its Affiliates are not released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with the Indemnified Party and its Affiliates to be released in respect thereof), (x) Seller shall, and shall cause its Affiliates to, cause any such Seller Guarantee to remain in effect and (y) Purchaser shall continue to use its commercially reasonable efforts and shall cause its Affiliates to use their commercially reasonable efforts to effect such substitution or termination and release as promptly as practicable after the Closing. Without limiting the foregoing, Purchaser shall not, and shall not permit any of its Affiliates to, extend or renew any Contract containing or underlying a Seller Guarantee unless, prior to or concurrently with such extension or renewal, Purchaser or the Transferred Entities are substitut...
Without limiting Section 5. 9(a), Company, on behalf of itself and its Affiliates, hereby grants to Licensee a right of reference to all INDs and CTAs for the Existing Study and any other Regulatory Materials Controlled by Company or its Affiliates with respect to Licensed Products for the purpose of submitting additional INDs and CTAs and obtaining or maintaining the Regulatory Approvals for Licensed Product in the Territory.
Without limiting Section 5. 3(b), Seller shall use commercially reasonably efforts to include, and require its Contractors and Subcontractors to include, in its Project Contracts that may involve the creation of drawings, plans, specifications, manuals, data (including data contained in any storage media), writings, and similar materials and information first developed or produced as part of the Work (“Original Works”), terms designed to convey and protect Seller’s (and, upon the Closing or the later of (A) completion of the relevant post-Closing Work or (B) acquisition of such Original Works from the creator thereof, as applicable) or Buyer’s (or its designated Affiliate’s) ownership rights and interest in Original Works prepared for Seller or Buyer by or for such Contractors and Subcontractors, all at no additional charge or cost to Seller (or its Contractors and Subcontractors). In the event Seller, despite using commercially reasonable efforts, is unable to obtain the agreement of a prospective Contractor or Subcontractor to such ownership provisions, Seller shall negotiate a license to use such Original Works, including retention of a copy for archival or project execution purposes, in accordance with the terms of Section 5.3(b)(iii)(A).
Without limiting Section 5. 9(a), Buyer agrees to take any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, trade regulation or similar Laws that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation of the transactions contemplated hereby and thereby to occur as soon as reasonably possible (and in any event, no later than the Outside Date), including proposing, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of such assets, properties or businesses of Buyer or the Company or otherwise taking or committing to take actions that limit Buyer’s freedom of action with respect to, or their ability to retain or operate, any of the Rolling Mill Businesses, product lines or assets of Buyer or its Subsidiaries or the Company, in each case, as may be required in order to avoid the entry of, or to effect the dissolution or lift of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Subject to the foregoing and for the avoidance of doubt, Buyer will take any and all actions necessary in order to ensure that no (i) requirement for any non-action, consent or approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Governmental Authority, (ii) decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, or (iii) other matter relating to any antitrust or competition Law would preclude the Closing by the Outside Date.
Without limiting Section 5. 5(a), except (i) as set forth on Schedule 5.5(b), (ii) as permitted by this Agreement, (iii) as permitted by the Organizational Documents of the Sale Entities, or (iv) with the express written approval of Buyer, such approval not to be unreasonably withheld, from the Effective Date until the earlier of Closing or termination of this Agreement, Seller shall cause each Sale Entity not to:
