Retained Owners definition
Examples of Retained Owners in a sentence
Any items not specifically disputed by the Retained Owners in an Objections Notice will be deemed to be final, conclusive and binding on the Parties.
Without limiting the foregoing, each Investor agrees that, in using its commercially reasonable efforts to recover Losses under the R&W Policy, it will, to the extent commercially reasonable to do so, attempt to recover under the R&W Policy all Losses that could be characterized as a breach of the representations and warranties set forth in Article IV regardless of whether such Losses could also be recoverable from the Retained Owners pursuant to this Article X.
The Investors will cause the R&W Policy to contain a waiver of subrogation against the Retained Owners by the insurer thereunder (except, with respect to a Retained Owner, in the case of fraud on the part of such Retained Owner), and will provide a copy of the R&W Policy to Vantage.
If the Investors and the Retained Owners, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the Investors’ receipt of the Objections Notice, then the Investors and the Retained Owners will jointly engage Deloitte, or if Deloitte is unable to provide services without conflict, an independent auditor reasonably acceptable to the Investors and the Retained Owners (the “Independent Auditor”) to resolve any items remaining in dispute.
If, after Closing, any further action is necessary or proper to carry out any purpose or intent of this Agreement or any Ancillary Agreement, or to evidence or effectuate the transactions contemplated hereby or thereby, then each of the Investors and the Retained Owners will take, and will cause their respective Affiliates to take, such further action (including the execution and delivery of further documents) as the other party reasonably requests to carry out such purpose.
In making such determination, the Independent Auditor, acting as an expert and not an arbitrator, will rely solely upon the written presentations by the Investors and the Retained Owners (and not on any independent review), copies of which shall be delivered to the Investors and the Retained Owners.
After the date hereof, the Investors shall not amend the terms of the R&W Policy in any manner that would be adverse to the Retained Owners without the Retained Owners’ prior written consent.
Each of the Retained Owners hereby waives and will not assert any conflict of interest arising out of or relating to the representation, after the Closing, of the Investors, Vantage, Vantage’s Subsidiaries and the Group Companies or any of their respective Affiliates by the Investor Counsel in any litigation, arbitration, mediation or other dispute resolution mechanism relating to or in connection with this Agreement or any of the transactions contemplated hereby.
Each of the Investor and the Retained Owners shall take all actions necessary, including making any reallocation among the Investors of the YieldCos Securities purchased by the Investors at the Closing, to ensure that the portion of Aviator DC REIT will be domestically controlled within the meaning of Section 897(h)(4)(B) of the Code.
In the event that an Estoppel Certificate is not obtained prior to the Closing, Vantage and the Retained Owners will continue to use commercially reasonable efforts to obtain such Estoppel Certificate until the one year anniversary of the Closing.