Xxxxxx or Xxxxxxx X. Xxxxxx. No course of dealing between the Company and the Holders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Any determination, consent or approval of, or notice or request delivered by, or any similar action of, the Holders pursuant to this Agreement shall be made or given by Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx and shall be valid and binding upon all Holders to the same extent as if made or given directly by such Holders.
Xxxxxx or Xxxxxxx X. Xxxxxx (but only if and to the extent the Company and/or the Partnership have not already satisfied such Final Judgment, whether by settlement, release or otherwise). The indemnified parties may exercise this right to first seek to obtain payment from the Company and/or the Partnership and thereafter obtain payment from C.E., Xxxxxx X.
Xxxxxx or Xxxxxxx X. Xxxxxx without regard to the pursuit by any party of its rights to the appeal of such Final Judgment. The indemnified parties shall, however, be relieved of their obligation to first obtain a Final Judgment, seek to obtain payment from the Company and/or the Partnership with respect to such Final Judgment or, having sought such payment, to wait such 45 days after failure by the Company and/or the Partnership to satisfy immediately any such Final Judgment if (i) the Company or the Partnership files a petition for relief under the United States Bankruptcy Code (the "Bankruptcy Code"), (ii) an order for relief is entered against the Company or the Partnership in an involuntary case under the Bankruptcy Code, (iii) the Company or the Partnership makes an assignment for the benefit of its creditors, or (iv) any court orders or approves the appointment of a receiver or custodian for the Company or the Partnership or a substantial portion of either of their assets. The foregoing provisions of this paragraph are not intended to require any indemnified party to obtain a Final Judgment against the Company, the Partnership, C.E., Xxxxxx X.
Xxxxxx or Xxxxxxx X. Xxxxxx (but only if and to the extent the Company and/or the Partnership have not already satisfied the demand for reimbursement, whether by settlement, release or otherwise). The indemnified parties shall, however, be relieved of their obligation to first seek to obtain such reimbursement in full from the Company and/or the Partnership or, having made written demand therefor, to wait such 45 days after failure by the Company and/or the Partnership to reimburse immediately such expenses if (i) the Company or the Partnership files a petition for relief under the Bankruptcy Code, (ii) an order for relief is entered against the Company or the Partnership in an involuntary case under the Bankruptcy Code, (iii) the Company or the Partnership makes an assignment for the benefit of its creditors, or (iv) any court orders or approves the appointment of a receiver or custodian for the Company or the Partnership or a substantial portion of its assets.
Xxxxxx or Xxxxxxx X. Xxxxxx before obtaining reimbursement of expenses pursuant to clause (a)(iii) of this Section 6. However, the indemnified parties shall first seek to obtain such reimbursement in full from the Company and/or the Partnership by making a written demand upon the Company and/or the Partnership for such reimbursement. Only in the event such expenses shall remain unreimbursed in whole or in part 45 days following the date of receipt by the Company and/or the Partnership of such demand shall any indemnified party have the right to receive reimbursement of such expenses from C.E., Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx by making written demand directly on C.E., Xxxxxx X.
Xxxxxx or Xxxxxxx X. Xxx will act for the Selling Stockholders in connection with such transactions, and any action under or in respect of this Agreement taken by Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxx will be binding upon all the Selling Stockholders.
Xxxxxx or Xxxxxxx X. Xxxxxx before obtaining reimbursement of expenses pursuant to clause (a)(iii) of this Section 6. However, the indemnified parties shall first seek to obtain such reimbursement in full from the Company and/or the Partnership by making a written demand upon the Company and/or the Partnership for such reimbursement. Only in the event such
