By Holding. By Holding, if (i) in accordance with Section 21, in the exercise of the good faith judgment of Holding's Board of Directors as to its fiduciary duties to its stockholders imposed by law based on the written opinion of outside counsel, the Board of Directors of Holding authorizes the Company to enter into a binding written agreement covering a transaction that constitutes a Superior Proposal and CAS and Holding provide written notification to the Purchaser in accordance with Section 21, and (ii) the Purchaser, within 10 business days following receipt of CAS's written notification of its intention to enter into a binding agreement for a Superior Proposal, does not make an offer that the Board of Directors of Holding determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the stockholders of Holding as the Superior Proposal, and (iii) CAS and Holding pays the Termination Fee to the Purchaser.
By Holding. Holding shall prepare and timely file (or cause to be prepared and timely filed, pursuant to the Holding Transition Services Agreement or otherwise):
By Holding. Except as provided in Section 3(b) and 3(c), Holding shall indemnify and hold Hyatt and the Hyatt Group and Classic and the Classic Group harmless against any and all (i) Taxes shown as due or otherwise attributable to Taxable Years covered by all Tax Returns filed pursuant to Section 2(a)(i), (ii) Taxes attributable to the Spin-offs or the Preliminary Transactions; and (iii) each and every liability for Taxes of the Pre-Spin-off Group under Treasury Regulation Section 1.1502-6 or any similar law, rule or regulation administered by any Taxing Authority.
By Holding. By Holding, if (i) in accordance with SECTION 19, in the exercise of the good faith judgment of Holding's Board of Directors as to its fiduciary duties to its stockholders imposed by law based on the written opinion of outside counsel, the Board of Directors of Holding authorizes GLAS to enter into a binding written agreement covering a transaction that constitutes a Superior Proposal and GLAS and Holding provide written notification to the Purchaser in accordance with SECTION 19, and (ii) the Purchaser, within 10 business days following receipt of GLAS's written notification of its intention to enter into a binding agreement for a Superior Proposal, does not make an offer that the Board of Directors of Holding determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the stockholders of Holding as the Superior Proposal, and (iii) GLAS and Holding pays the Termination Fee to the Purchaser.
By Holding. Holding agrees to indemnify and hold harmless each Unitholder Indemnified Party from and against any Losses to which such Unitholder Indemnified Party may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws, common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, subject to Section 6.3, Holding will reimburse each such Unitholder Indemnified Party for any reasonable fees and expenses of outside legal counsel for such Unitholder Indemnified Parties, or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such claims; provided, however, that Holding will not indemnify or hold harmless any Unitholder Indemnified Party from or against any Losses (including any related expenses) to the extent such Losses (including any related expenses) arise out of or are based upon an untrue statement, omission or allegation thereof from such Registration Statement or Prospectus which was made in reliance upon and in conformity with written information provided by or on behalf of any Selling Unitholder expressly for use or inclusion in the applicable Registration Statement or Prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Unitholder Indemnified Parties and shall survive the transfer of such securities by the Selling Unitholders.
