Examples of ACN Maximum Amount in a sentence
In no event or circumstances will any arbitrator or arbitrators appointed hereunder have any right, authority or jurisdiction to determine the "ACN Maximum Amount" under the Indemnity and Joint Defense Agreement, or otherwise relating to any dispute which may arise in connection with Article II thereof, or to prevent, delay or otherwise interfere with such dispute arbitration or determination.
This consent to jurisdiction shall not be construed to be and is not in any way an exception to the agreement of the parties to resolve any dispute concerning the determination ACN Maximum Amount exclusively through the arbitration procedures set forth in Article II hereof.
The investment banking firm engaged pursuant to Section 2.2 shall have the authority to act as an arbitrator to resolve any dispute concerning the ACN Maximum Amount or any other provision contained in Article II.
For these purposes, financial viability means the ability of ACNielsen, after giving effect to such plan, the payment of related fees and expenses and the payment of the ACN Maximum Amount, to pay its debts as they become due and to finance the current and anticipated operating and capital requirements of its business, as reconstituted by such plan, for two years from the date any such plan is expected to be implemented.
In particular, the Indemnity and Joint Defense Agreement provides that ACNielsen will assume exclusive liability for liabilities up to a maximum amount to be calculated at the time such liabilities, if any, become payable (the "ACN Maximum Amount") and that Cognizant and D&B will share liability equally for any amounts in excess of the ACN Maximum Amount.
The investment banking firm engaged pursuant to Section 2.2 shall have the authority to act as an arbitrator to resolve any dispute concerning the ACN Maximum Amount or any other provision contained in Article II, except in the limited circumstance explicitly set forth in Section 2.2(a).
In particular, the Indemnity and Joint Defense Agreement provides that ACNielsen will assume exclusive liability for IRI Liabilities up to a maximum amount to be calculated at the time such liabilities, if any, become payable (the "ACN Maximum Amount"), and that the Company and D&B will share liability equally for any amounts in excess of the ACN Maximum Amount.
The ACN Maximum Amount will be determined by an investment banking firm as the maximum amount which ACNielsen will be able to pay after giving effect to (i) any plan submitted by such investment bank which is designed to maximize the claims paying ability of ACNielsen without impairing the investment banking firm's ability to deliver a viability opinion (but which will not require any action requiring shareholder approval), and (ii) payment of related fees and expenses.
The ACN Maximum Amount will be determined by an investment banking firm as the maximum amount which ACNielsen is able to pay after giving effect to (i) any plan submitted by such investment bank which is designed to maximize the claims paying ability of ACNielsen without impairing the investment banking firm's ability to deliver a viability opinion (but which will not require any action requiring shareholder approval), and (ii) payment of related fees and expenses.
The ACN Maximum Amount will be determined by an investment banking firm as the maximum amount which ACNielsen is able to pay after giving effect to (i) any plan submitted by such investment bank which is designed to maximize the claims paying ability of ACNielsen without impairing the investment banking firm's ability to deliver a viability opinion (but which will not require any action requiring stockholder approval), and (ii) payment of related fees and expenses.