Delphi Parties definition
Examples of Delphi Parties in a sentence
Delphi and GM shall each use good faith efforts to negotiate and enter into a definitive agreement or agreements setting forth the terms pursuant to which GM shall, under certain circumstances, have access to those facilities of the Delphi Parties referred to on Exhibit 6.01 hereto (such agreements, collectively, the “Access Agreement”).
The Delphi Parties have delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Delphi Parties hereby consent to the use of such copies for purposes permitted by the 1933 Act.
This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Delphi Parties and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.
This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Delphi Parties and their respective successors.
The Delphi Parties will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request.
The accountants who certified the financial statements included in the Registration Statement are independent public accountants of the Delphi Parties and their subsidiaries as required by the 1933 Act and the 1933 Act Regulations.
The Delphi Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7.
The Delphi Parties and Holdings, during the period when the Prospectus is required to be delivered under the 1933 Act, such period not to exceed 25 calendar days after the date of the Prospectus, will use their reasonable best efforts to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.
The relative fault of the Delphi Parties on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Delphi Parties or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Delphi Parties and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.