RIGHT TO PARTICIPATE WITH PARENT Clause Samples

RIGHT TO PARTICIPATE WITH PARENT. In the event that Newco is not financially capable of undertaking an Investment in the Aerospace and Aviation Industry and if Parent or Affiliates of Parent wish to proceed with such Investment, LHT shall have the right to participate in such Investment on similar terms as offered to Parent, or Affiliates of Parent in an amount equal to the same percentage of Shares then owned by LHT in Newco (the "Pro Rata Interest"). In the event that Newco is financially capable but LHT and Newco mutually agree to seek participation of a third party in such an Investment, LHT shall have the right to participate in such Investment on similar terms as offered to Parent or Affiliates of Parent in an amount equal to the Pro Rata Interest.
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Related to RIGHT TO PARTICIPATE WITH PARENT

  • Right to Participate The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

  • Right to Participate in Defense Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (in which case the Indemnified Party shall control the defense).

  • Election to Participate The Participating Buyers may accept such offer as to all of the Offered Units (but only as to all and not as to a portion thereof) by giving written notice to the Selling Limited Partner (a “Notice of Purchase”) of their intention to purchase such Offered Units at the same price and on the same terms specified in the Notice of Sale. A Notice of Purchase shall be irrevocable, and the Participating Buyers shall be obligated to purchase and the Selling Limited Partner shall be obligated to sell to the Participating Buyers all of the Offered Units specified in the Notice of Sale on the terms set forth in the Notice of Sale; provided, however that if, at the end of the 120th day following the Notice of Sale, the parties have not completed the proposed Sale (other than as a result of any party failing to comply with this Article VIII), each party shall be released from its obligations with respect to the proposed Sale, the Notice of Sale shall be null and void, and it shall be necessary for a separate Notice of Sale to be furnished, and the terms and provisions of this Article VIII separately complied with, in order to consummate such proposed Sale. Each Participating Buyer who does not elect to purchase Offered Units shall be deemed to have waived all rights with respect to such Sale; provided, however, that if the principal terms of the proposed Sale change such that they are materially more favorable to the proposed transferee than those set forth in the Sale Notice, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Article VIII separately complied with, in order to consummate such proposed Sale.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Waiver of Right to Partition The Partners, by execution of this Agreement, waive their respective rights to partition of the Partnership Property.