KCA definition
Examples of KCA in a sentence
Any such termination shall be without liability of any party to any other party except that the provisions of Sections 5(m) and 11 hereof shall remain in full force and effect notwithstanding such termination and KCA shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 11 hereof).
No other person, partnership, association or corporation (including a purchaser, as such purchaser, from KCA) shall acquire or have any right under or by virtue of this Agreement.
If KCA agrees to the terms of such proposed Transaction or if the Company and KCA agree to modified terms for such proposed Transaction, then KCA shall promptly send to the Company a notice, substantially in the form of Exhibit A hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Transaction.
If the Company wishes such proposed Transaction to become a binding agreement between it and KCA, the Company shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice to KCA or sending a written notice to KCA (by any means permissible under Section 12 hereof) indicating its acceptance.
Additionally, KCA is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.
The relative fault of the Company, on the one hand, and KCA, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by KCA, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
Any review by KCA of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of KCA and shall not be on behalf of the Company.
Any such separate firm for KCA, its affiliates, directors and officers and any control persons of KCA shall be designated in writing by KCA and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company.
The terms reflected in a Transaction Notice shall become binding on KCA and the Company only if accepted by the Company no later than the times specified in Section 3(b) hereof.
This Agreement shall be binding upon KCA and the Company and their successors and assigns and any successor or assign of any substantial portion of the Company’s and KCA’s respective businesses and/or assets.