Entrx definition

Entrx means Entrx Corporation, formerly known as ▇▇▇▇▇ Industries, Inc. and later as Metalclad Corporation, and its predecessor and successor companies, subsidiaries, other than Metalclad, divisions, affiliated companies, including but not limited to all those listed as named insureds or additional named insureds under the Policy for which Entrx is the parent or successor, other than Metalclad, and also includes present, past and future officers, directors, employees, stockholders, representatives, agents, attorneys, assigns, predecessors-in-interest, successors-in-interest and any and all other persons and entities acting by, through, under or in concert with any of them.

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Examples of Entrx in a sentence

• This Agreement extends to any Claims made by any other insurers of Metalclad or Entrx, alleged third-party beneficiaries under the Policy, any persons or entities claiming derivative rights under the Policy, any persons or entities attempting to garnish proceeds of the Policy, or any persons or entities attempting to challenge the reasonableness or adequacy of the settlement.

• Metalclad and Entrx hereby warrant and represent that the execution and delivery of this Agreement by Metalclad and the performance by Metalclad and Entrx of the obligations contemplated by this Agreement have been approved by duly authorized representatives of Metalclad and Entrx and by all other necessary corporate actions on the part of Metalclad and Entrx.

• Entrx acknowledges and agrees that it will only pursue these rights to the extent of, and in the amount of, such indemnified Claims.

• Metalclad and Entrx hereby warrant and represent that each is the lawful owner of the rights, claims, claims of right or causes of action under the Policy as set forth and defined in this Agreement.

• This Agreement constitutes the valid and binding agreement of Metalclad and Entrx.

• Entrx also hereby warrants and represents that it is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into this Agreement and to perform the obligations contemplated by this Agreement.

• Metalclad and Entrx each represent that it has not and will not in any manner assign, transfer, convey or sell any rights, actions, causes of action or claims arising out of, related to or connected with the Policy or the matters released herein, and that Metalclad and Entrx, to the extent that it is the parent or successor to named insureds or additional named insureds under the Policy, are the only entities entitled to recover for any damages under such right, actions, causes of action or claims.

• Metalclad and Entrx represent and warrant that no subrogation of any cause of action, chose in action or part hereof has taken place.

• The wording of this Agreement was reviewed by legal counsel for Metalclad, Entrx and ** and that Metalclad, Entrx and ** had sufficient opportunities to propose and negotiate changes in wording prior to its execution.

• For the purpose of this Agreement, a Change of Control occurs at such time as (i) Entrx no longer owns a majority of the outstanding shares of voting stock of the Company, either directly or indirectly through a subsidiary of Entrx, or (ii) the Company sells or transfers all or substantially all of its assets to a third party unaffiliated with Entrx or the Company.