Special Liability definition

Special Liability means, (i) any outstanding Member Loan made pursuant to Section 11.10(a), and (ii) for as long as Owner Member is (1) Named Owner Member, (2) NYRT, (3) NYRT OP, (4) any liquidating trust to which the assets or properties of Named Owner Member, NYRT or NYRT OP are Transferred, or (5) any successor Person to Named Owner Member, NYRT or NYRT OP, whether by way of merger, consolidation, conversion, amalgamation or any similar transaction, (I) any outstanding liability of Owner Member and/or NYRT arising out of the Membership Interest Purchase Agreement (without derogation as to the rights of Investor Member thereunder, but without duplication for payments made thereunder) and (A) determined by final, non-appealable determination in a court of competent jurisdiction or (B) not disputed in writing by Owner Member within 15 Business Days of receipt of written notice thereof by Investor Member (which notice shall indicate in bold print in a font not less than 32 point font that failure to respond within 15 Business Days will constitute an admission of liability) and (II) any outstanding liability of Owner Member and/or NYRT arising out of that certain Contribution, Reimbursement and Indemnity Agreement (without derogation as to the rights of RXR Guarantor and SLG Guarantor thereunder, but without duplication for payments made thereunder), dated as of the date hereof, by and among NYRT, RXR Guarantor, and SLG Guarantor and (A) determined by final, non-appealable determination in a court of competent jurisdiction or (B) not disputed in writing by NYRT within 15 Business Days of receipt of written notice thereof by RXR Guarantor or SLG Guarantor (which notice shall indicate in bold print in a font not less than 32 point font that failure to respond within 15 Business Days will constitute an admission of liability). 3 To be the RXR creditworthy entity providing guaranties with respect to the Company Loans. 4 To be the SLG creditworthy entities providing guaranties with respect to the Company Loans.
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Examples of Special Liability in a sentence

  • The Indemnification Escrow Shares and Special Liability Escrow Shares shall be held by the Escrow Agent in book entry form.

  • The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the indemnifying party has not assumed (or, in the case of a Special Liability Claim, is in breach of its obligation to assume) the defense thereof (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim as provided above).

  • Should the indemnifying party so elect (or, in the case of a Special Liability Claim, be obligated) to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnitee for any legal expenses subsequently incurred (or, in the case of a Special Liability Claim, incurred) by the Indemnitee in connection with the defense thereof (unless, in case of a Special Liability Claim, Newco breaches its obligation to assume the defense thereof).

  • The Indemnification Escrow Shares and the Special Liability Escrow Shares shall be available to satisfy any indemnification obligations pursuant to Article 8.

  • Notwithstanding the escrow of the Indemnification Escrow Shares and Special Liability Escrow Shares, cash dividends or other non-stock distributions declared and paid on such shares shall continue to be paid by Parent to the stockholders and all voting rights and all other indicia of ownership other than physical possession of the certificates representing such shares shall inure to the benefit of and be enjoyed by such stockholders.

  • If, after Closing, Purchaser or MDC is contacted directly by any person holding a claim against MDC that is a Special Liability, Purchaser and MDC shall refer such person to ▇▇▇▇ ▇.

  • COUNTY shall procure insurance for CHERT through the Special Liability Insurance Program (SLIP) so long as it is practical to do so.

  • After Closing, until a Special Liability is satisfied in full or otherwise discharged, neither Purchaser nor MDC, nor anyone on Purchaser's or MDC's behalf, shall meet or communicate with any person holding a claim against MDC that is a Special Liability, in regard to such Special Liability, without the Shareholders' prior written consent and the Shareholders' approval of the communication.

  • The Stockholders' Committee, on behalf of the Company's stockholders, and the Escrow Agent shall have executed and delivered the Indemnification Escrow Agreement and the Special Liability Escrow Agreement.

  • If the indemnifying party assumes (or, in the case of a Special Liability Claim, is obligated to assume) such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense.