Proxy Party definition

Proxy Party has the meaning given in Exhibit A.

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Proxy Party means (i) initially, all parties to this Agreement other than Goldman, and (ii) following any breach by Goldman of any of the voting requirements set forth in Sections 1, 2 or 3 hereof that are applicable to Goldman, all parties to this Agreement including Goldman.

Examples of Proxy Party in a sentence

• None of the Proxies shall be revoked by the granting party, its officers, directors, employees, heirs, successors, agents, assigns or representatives (a "Proxy Party") at any time prior to their expiration.

• In the event that any Proxy is revoked by a Proxy Party for any reason whatsoever, TIC shall have the right to immediately cancel any and all of the Shares.

• The failure of any Indemnified Proxy Party to give notice within a reasonable period of time as provided herein shall relieve the Indemnifying Proxy Party of its obligations under this Section 5(a), but only to the extent that such failure to give notice shall materially adversely prejudice the Indemnifying Proxy Party in the defense of any such claim or any such litigation.

• No Indemnifying Proxy Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnified Proxy Party (which shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Proxy Party of a release from all liability in respect to such claim or litigation.

• Without prior written consent of the Proxy, Party B will not exercise any right already authorized to the Proxy.

• The relative fault of the Indemnifying Proxy Party and of the Indemnified Proxy Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Proxy Party or by the Indemnified Proxy Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

• Party A-1, Party A-2 and Party B hereby acknowledge that if Party B withdraws the appointment of the Proxy, Party A-1 and Party A-2 will withdraw the authorization of the Proxy and shall authorize another person(s) designated by Party B to exercise the rights of Party A-1 and Party A-2 relating to their equity interests in Party C.

• The Indemnified Proxy Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Proxy Party shall bear the expense of such defense of the Indemnified Proxy Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest.

• The relative fault of the Indemnifying Proxy Party and of the Indemnified Proxy Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Proxy Party or by the Indemnified Proxy Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

• The Indemnified Proxy Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Proxy Party shall bear the expense of such defense of the Indemnified Proxy Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest.