Certain Third Party Claims. The Parties shall share equally any Collaboration Program Damages (as defined below). With respect to any Collaboration Program Damages incurred by a Party (or any of its Indemnified Persons) during the Term, such Collaboration Program Damages shall be deemed to constitute (and shall be included in) Research Costs, Development Costs or Allowed Expenses, as applicable (and the Parties shall cooperate in good faith to allocate such amount(s) to the appropriate cost category). After the Term, each Party shall reimburse the other Party for fifty percent (50%) of any Collaboration Program Damages incurred by such Party (or any of its Indemnified Persons) no later than sixty (60) days after receipt of reasonable documentation evidencing such amounts. If either Party receives notice of a Third Party Claim that arises from or is based on any Collaboration Program Activities, such party shall inform the other Party in writing as soon as reasonably practicable, and the Parties shall discuss and agree upon a strategy on how to defend against such Third Party Claim.
Certain Third Party Claims. Any Third Party Claim that both (i) results solely from actions or omissions of Buyer occurring after the Closing Date and (ii) relates to the Business or the Assets, other than any Third Party Claim subject to the indemnity of Section 8.1.
Certain Third Party Claims. 50 Section 8.3 Notification of Third Party Claims....................50 8.3.1 Timely Delivery of Claim Notice..............50 8.3.2 Late Delivery of Claim Notice................50 8.3.3 Paid or Settled Claims.......................50 Section 8.4 Defense of Claims.....................................51 Section 8.5 Access and Cooperation................................51 Section 8.6
Certain Third Party Claims. Rights of indemnification, contribution, reimbursement or other claims of Seller against third parties (including, without limitation, insurance carriers and parties to any of the Transferred Contracts), in each case, solely in respect of liabilities or obligations retained by Seller;
Certain Third Party Claims. 3 1.2.3 Unrelated and Corporate Assets . . . . . . . . . . . . . 3 1.2.4
Certain Third Party Claims. Any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of liabilities or obligations retained by Silver State; 1.2.3
Certain Third Party Claims. Subject to consummation of the Closing and the terms and conditions set forth in this Agreement, the Seller hereby agrees to indemnify and hold harmless the Purchaser from and against any and all losses, liabilities, obligations and damages (collectively, “Losses”) arising from a claim by the following third parties only: the Option Holders, the BPT Liquidator or any Essence Shareholder, that such party is entitled to any amount on account of the Transaction.
Certain Third Party Claims. Except as specifically set forth in Section 12.6 and 12.7, neither Party shall seek indemnification from the other Party from and against any damages arising out of or resulting from any third-party claims brought against such Party’s use of the Supported Software and Embedded Systems and alleging that such use infringes such third party’s trademark, copyright, trade secret or patent. Instead, the affected Party shall seek indemnification from the owner or licensor of such Supported System or Embedded Software. Xxxxx Systems agrees to pass through to Newco any indemnification rights that it may have against the owner or licensor of the Supported Software and Embedded Software, and shall procure the necessary rights to do so
Certain Third Party Claims. The Company, at its expense, shall -------------------------- defend the Executive against any legal action commenced against the Executive by a previous employer of the Executive which alleges that the Executive breached any noncompetition covenant by being employed pursuant to this Agreement or the Prior Employment Agreement. If any such legal action is commenced against the Executive and if the plaintiff in such action is successful on the merits and is awarded damages or expenses by a court, or the Company , in its sole discretion, agrees to the settlement of such action, the Company shall, subject to the following provisions of this Section 13, hold the Executive harmless from any loss or expense arising out of such award or settlement. Any payment made by the Company in satisfaction of such award or settlement is hereinafter called the "Payment." The Company shall be entitled to offset against any and all amounts payable to the Executive as bonus pursuant to Section 3(a) hereof following the commencement of such legal action an amount equal to 50% of the Payment; provided, however, that the offset against any single bonus amount shall not exceed 50% of such bonus amount. The Company's right to make such offsets shall continue until the aggregate amount of all such offsets shall equal 50% of the Payment. The Company's right of offset pursuant to this Section 13 is limited solely to bonus amounts payable to the Executive following the commencement of any such legal action and is not applicable to any other bonus amount or any other compensation payable to the Executive by the Company. The Company agrees that the commencement or outcome of any such legal action shall not constitute Cause within the meaning of Section 4(b) hereof.
Certain Third Party Claims. Without limiting the foregoing, if at any time, in the reasonable opinion of the Indemnified Party, notice of which shall be given in writing to the Indemnifying Party, any such Third Party Claim is asserted by a Person that is a customer or supplier of the Business or seeks injunctive relief which relates to the business, operations, properties, assets, liabilities, profits or financial condition of the Indemnified Party (including, in the case of the Purchaser Indemnified Parties, the Acquired Assets, the Target Shares and the Assumed Liabilities from the Closing Date), the Indemnified Party shall have the right to control or assume (as the case may be) the defense of any such Third Party Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense (with the reasonable attorneys’ fees and expenses of one counsel) shall be included as “Indemnifiable Losses” hereunder, provided that in such event no settlement in respect of such Third Party Claim shall be entered into without the prior written consent of the Indemnifying Party. If the Indemnified Party elects to exercise such right, the Indemnifying Party shall have the right to participate in, but not control, the defense of such Third Party Claim at the sole cost and expense of the Indemnifying Party.
