Specified Matter definition
Examples of Specified Matter in a sentence
Seller shall, in connection with the Specified Matters, use its reasonable best efforts to (i) keep Purchaser reasonably informed with respect to the status thereof, including, by promptly providing Purchaser copies of all substantive written correspondence relating to any Specified Matter and (ii) promptly notify Purchaser of any substantive communication received by the Company from a Governmental Entity with respect to any Specified Matter.
The Management Operating Committee shall have the authority delegated to it by the WME Directors (provided, that (i) any Specified Member Matter may not be so delegated without the consent of the ▇▇▇▇▇▇▇▇ Member and the January Capital Member and (ii) any Specified Matter or other matter reserved for the Board hereunder may not be so delegated without the unanimous approval of the Board).
Failure to give such notice shall not affect the entitlement of Purchaser to make a Warranty Claim or a Specified Matter Claim in the absence of actual and material prejudice.
A quorum of the Board will consist of (i) with respect to any Specified Matter, an Approved Company Sale, an Approved IPO or matter that expressly requires Majority Board Approval or unanimous Board approval hereunder, all of the Directors and (ii) with respect to any other Board matter, the Directors appointed by the WME Member (or if no such Directors are then in office, all Directors).
In the case of any Indemnifiable Matters arising out of Section 11.2(g), the Deductible shall not apply and recovery from the Specified Matter Escrow Cash, the remaining Escrow Cash (if any) and the R&W Policy (if available) shall be the sole and exclusive remedy under this Agreement.