SR Parties definition

SR Parties has the meaning set forth in the preamble.
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SR Parties in relation to a Sole Risk Operation, means the Parties participating in the Sole Risk Operation;
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SR Parties in relation to a Sole Risk Operation, means the parties participating in the Sole Risk Operation; “Wilful Misconduct” includes any act or omission committed in bad faith or with reckless disregard for the foreseeable and harmful consequences;
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Examples of SR Parties in a sentence

  • To the Knowledge of the S&R Parties, no organizational efforts are presently being made or threatened by or on behalf of any labor union with respect to any Business Employee.

  • There are no actions, suits, proceedings or Claims pending or, to the Knowledge of the S&R Parties, threatened at Law or in equity, or before or by any Governmental Authority or before any arbitrator of any kind, against the Company or that would affect the Contributed Business or the Contributed Assets, the legality, validity or enforceability of this Agreement or the other Transaction Documents or the consummation of the Transaction.

  • Xxxxxx shall provide the guaranty, in the form attached hereto as Exhibit C, of the due payment and performance by the S&R Parties of their obligations under Article IX.

  • Neither the S&R Parties nor any of their Affiliates have any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transaction for which USAC or any of their Affiliates will become liable or obligated.

  • The S&R Parties shall maintain in full force and effect the insurance policies described on Section 5.14 of the Company Disclosure Letter until the Closing.

  • Any failure of USAC, on the one hand, or the S&R Parties, on the other hand, to comply with any obligation, covenant, agreement or condition contained herein may be waived only if set forth in an instrument in writing signed by the Party or Parties to be bound by such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.

  • To the Knowledge of the S&R Parties, none of the account debtors of the Accounts Receivable is involved in a bankruptcy or insolvency proceeding or is generally unable to pay its Debts as they become due.

  • Each of the Accounts Receivable arose in the Ordinary Course of Business of the Company and represents the genuine, valid and legally enforceable indebtedness of the account debtor (subject only to Creditors’ Rights) and no contra account, set­off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice) has been asserted or, to the Knowledge of the S&R Parties, is threatened by any of the account debtors of such Accounts Receivable.

  • USAC acknowledges that the S&R Parties are relying on the following representations and warranties in entering into this Agreement.

  • After the Closing Date, the S&R Parties shall execute and deliver such other certificates, agreements, conveyances and other documents, and take such other action, as may be reasonably requested by USAC in order to consummate the Transaction.


More Definitions of SR Parties

SR Parties means the Stockholders’ Representative and its Affiliates, and all of its and their respective Representatives. No SR Party shall be liable for any act done or omitted that is in any way related to the Stockholders’ Representative or its rights, duties or obligations, except in the case of willful misconduct by the Stockholders’ Representative. The Company Stockholders shall jointly and severally (directly and not from the Escrow Amount or the Administrative Expense Account) indemnify the SR Parties and hold the SR Parties harmless from and against any and all Losses and other charges or expenses incurred on the part of any SR Party and arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties under this Agreement, the Escrow Agreement or in connection with the transactions contemplated hereby or thereby (including those incurred to defend against any claim of liability with respect to any action taken or omitted by any SR Party), including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals, in each case other than resulting solely from willful misconduct by the Stockholders’ Representative.
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SR Parties means the Stockholders’ Representative and its Affiliates, and all of its and their respective Representatives. No SR Party shall be liable for any act done or omitted that is in any way related to the Stockholders’ Representative or its rights, duties or obligations, except in the case of willful misconduct by the Stockholders’ Representative. The Participating Stockholders and the Carve-Out Plan Participants shall jointly and severally indemnify the SR Parties and hold the SR Parties harmless from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the SR Party, the Stockholders’ Representative will reimburse the Participating Stockholders and the Carve-Out Plan Participants the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative by the Participating Stockholders, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Administrative Expense Account, (ii) the balance of the Escrow Amount at such time as remaining amounts would otherwise be distributable to the Participating Stockholders, and (iii) from any Contingent Payments at such time as any such amounts would otherwise be distributable to the Participating Stockholders; provided, that while this Section 8.1(e) allows the Stockholders’ Representative to be paid from the Administrative Expense Account, the Escrow Amount and the Contingent Payments, this does not relieve the Participating Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Representative be required to advance its own funds on be...
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Related to SR Parties

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Covered Parties has the meaning set forth in Section 6.7(a).

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Sponsor Parties means Sponsor, Vendor, and Utility, their respective successors and assigns, and each of their respective affiliates, agents, directors, officers, and employees.

  • Settling Parties means, collectively, Plaintiffs, all Settlement Class Members, and Defendants.

  • Investor Parties has the meaning set forth in the Preamble.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Parties has the meaning set forth in the Preamble.

  • Selling Parties shall have the meaning specified in the preamble.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Partnership Parties has the meaning assigned to such term in the preamble.

  • Company Entities means the Company and its Subsidiaries.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Transaction Parties As defined in Section 5.3(o).

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Concert Parties means such persons as are deemed to be Acting in Concert with Mediahuis or INM (as the context so requires) pursuant to Rule 3.3 of Part A of the Takeover Rules, and such persons as are Acting in Concert with that party;

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Contractor Parties means a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.

  • Party/Parties means Buyer and Seller individually/collectively.

  • Releasing Parties means Plaintiffs and all Settlement Class Members, and each of their respective executors, representatives, heirs, predecessors, assigns, beneficiaries, successors, bankruptcy trustees, guardians, joint tenants, tenants in common, tenants by entireties, agents, attorneys, and all those who claim through them or on their behalf.

  • Released Parties means Defendant and its present and former subsidiaries, parents, affiliates, divisions, officers, directors, members, managers, shareholders, insurers, suppliers, manufacturers, re-sellers, distributors, brokers, service providers, employees, agents, legal representatives, heirs, predecessors, successors, or assigns.

  • Responsible Parties means all Retailers and Customers, including Transmission Load Customers, Distribution Load Customers, DG Customers, MG Customers or agents of the foregoing;

  • Licensee Parties has the meaning ascribed to such term in Section 5.1.

  • Exculpated Parties shall have the meaning set forth in Section 13.1 hereof.

  • Financing Parties means Parties financing the Project, pursuant to Financing Documents.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).