Examples of Xxxxxxx Members in a sentence
To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.
The Xxxxxxx Members hereby grant to Paladin the right and option to purchase all of the Interests of the Xxxxxxx Members (the “Purchase Option”) for the purchase price determined in accordance with Section 6.05(b) (the “Option Price”) and otherwise upon and subject to the following terms and conditions of this Section 6.05.
Within fifteen (15) days after the expiration of such thirty (30) day period, Paladin shall select one (1) Qualified Appraiser and shall notify the Xxxxxxx Members in writing of such selection.
The Company and each Member are not represented by separate counsel; provided, however, in connection with the formation of the Company and the drafting and negotiation of this Agreement, (i) Paladin (and not the Company or any Xxxxxxx Member) has been represented separately by King & Spalding LLP and (ii) the Xxxxxxx Members (and not the Company or Paladin) has been represented separately by White Xxxx Xxxxxx March Xxxxxxx & Weisenfels, a Professional Corporation.
If the Interest of the Selling Member is purchased by the Purchasing Member pursuant to this Article 7, then, effective as of the closing for such purchase, (i) the Selling Member shall withdraw as a Member of the Company, and (ii) if the Selling Member is the Xxxxxxx Members, then Xxxxxxx Management shall be automatically removed as the Operating Member of the Company.
The Purchase Option may be exercised at any time and from time to time after the first anniversary of the date of this Agreement by written notice from Paladin to the Xxxxxxx Members (the “Option Notice”).
Fax: (000) 000-0000 Telephone: (000) 000-0000 To either of the Xxxxxxx Members: c/o CRES Management Co. Two Pershing Square 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx Fax: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: White Xxxx Xxxxxx March Xxxxxxx & Weisenfels, a Professional Corporation 0000 Xxxxxxxxx, Xxxxx 000 Xxxxxx Xxxx, Xxxxxxxx 00000 Attention: Xxxx X.
If either Paladin or the Xxxxxxx Members fail to appoint a Qualified Appraiser within the time period specified above and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members.
The closing of the purchase by Paladin of the Interests of the Xxxxxxx Members shall occur on or before the date that is thirty (30) days after the determination of the Option Price.
Paladin may appoint a replacement representative at any time and from time to time for any one or more of the representatives it designated by giving written notice of such replacement to the Xxxxxxx Members, which replacement shall be effective upon the giving of such notice.