Future Claims. Each party to this Agreement specifically acknowledges and agrees that all rights of any party to pursue Jxxxxx Xxxxxxxxx and any former officers and employees of the Company (the “Company Management Team”) are specifically reserved, except that no claim survives against Valentino notwithstanding his title as Chairman of the Company. Releasor hereby covenants and agrees not to bring or initiate any proceeding to assert any claims, rights or remedies against the Trust, any trustee of the Trust, any Former Director or any Shareholder (other than Shareholders who are also members of the Company Management Team) under the indemnification provisions of the SPA or otherwise that relate in any way to the Claim, to any other potential claims under the SPA or to the Transaction; provided, however, that all parties acknowledge and agree that any claims by Releasor against the Trust or any Shareholder for breach of any representation or warranty contained in Sections 3 and 4(e) of the SPA are specifically preserved (the “Preserved Claims”). For purposes of clarity, Releasor and its successors and assigns shall have no further rights to indemnification under Section 8 of the SPA other than claims against the Company Management Team and other than the Preserved Claims.
Future Claims. Nothing in this Agreement constitutes a release by any Party of claims arising after the date of this Agreement, including without limitation future claims arising under the Management Agreement after giving effect to the Addendum that becomes effective as of the Effective Date.
Future Claims. In the event that any claim is brought against (i) PalmSource or (ii) a Third Party Licensee alleging infringement by such Third Party Licensee of the Xerox Patent with respect to the Covered OS Versions, Palm shall have the obligations set forth in this Agreement provided that Palm is notified of the claim within twenty (20) business days of written notice to PalmSource (but Palm shall only be relieved of its obligations to the extent that failure to notify prejudices Palm), given the exclusive authority to direct the defense or settlement negotiations, and rendered reasonable assistance. In the event that Palm pays to PalmSource any amounts in respect of a Third Party Licensee claim, then Palm’s obligations shall be extinguished with respect to those amounts and Palm will have no obligation to pay the same amounts directly to the Third Party Licensee notwithstanding any failure of PalmSource to pay the Third Party Licensee. Should PalmSource fail to pay money received from Palm for payment to a Third Party Licensee and Palm is obligated to, and does, make payment to such Third Party Licensee, Palm may recover from PalmSource any money paid to such Third Party Licensee up to the amount paid to PalmSource, with interest (provided that these payments are made with the express agreement of the Third Party Licensee that the payment extinguishes PalmSource’s liability with respect to that payment). Similarly, in the event that Palm pays to a Third Party Licensee any amounts in respect of a Third Party Licensee claim, then Palm’s obligations shall be extinguished with respect to those amounts and Palm will have no obligation to pay the same amounts directly to PalmSource.
Future Claims. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will waive, relinquish, diminish, or in any way affect: (i) any rights or claims that may arise after the Effective Date of this Agreement; or (ii) any rights or claims that, as a matter of law, cannot be released or waived.
Future Claims. (a) Except for Executive's rights to enforce this Separation Agreement, Executive covenants, to the maximum extent permitted by law, that he shall not at any time hereafter commence, maintain, prosecute, participate in, or permit to be filed by any other person on his behalf, any action, charge, complaint, suit or proceeding or any kind, before any court, administrative agency, or other tribunal, against any of the Releasees with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the date of the execution of this Separation Agreement by Executive. The foregoing covenant shall not preclude Executive from testifying in a proceeding before a court or agency under compulsion of law, provided that Executive complies fully with Section 6(c) below.
Future Claims. In the event that (a) there is a claim or demand made against Licensor or Licensee with respect to any licensed Xxxx in any jurisdiction, or (b) there is a determination in any court of competent jurisdiction or by any other governing authority that the right to use a licensed Xxxx is unenforceable in any jurisdiction, Licensor may notify Licensee in writing that it is suspending or modifying the Licensee’s right to use the relevant Xxxx in such jurisdiction until the applicable issue has been resolved. In the event of such a notice of suspension or modification, Licensee shall be permitted a reasonable period of time, not to exceed thirty (30) days, to comply with such notice. Licensee shall be solely responsible and liable for any claim, demand, penalty or damages (including reasonable attorney’s fees) (collectively, “Costs”) arising from its continued use of any Xxxx after this period of time.
Future Claims. At the request and expense of Apogee (including, without limitation, payment of all costs, expenses and attorney fees incurred and reimbursement for the reasonable value of Executive’s time), Executive will cooperate with Apogee with respect to any claims or lawsuits by or against Apogee where Executive has knowledge of the facts involved in such claims or lawsuits. Such cooperation shall include, but shall not be limited to, Executive providing reasonable deposition, hearing and trial testimony and making himself available at reasonable times to prepare for such testimony with Apogee’s attorneys and responding to questions that may be posed from time to time by Apogee’s attorneys regarding such claims or lawsuits. Nothing herein shall prevent Executive from honestly testifying in response to a lawful and properly served subpoena in a proceeding involving Apogee. Executive shall be entitled to indemnification from Apogee to the full extent permitted by Minnesota Business Corporation Act § 302A.521, including, but not limited to, payment of reasonable costs, expenses and attorney fees incurred with respect to any claim made or threatened to be made against Executive by reason of Executive’s past official capacity at Apogee or the Apogee Affiliated Companies.
Future Claims. Usually you will have to agree to give up all claims you may have against the company. It is important that the following categories of claim are excluded from this:
Future Claims. In the event that the ECB or any other Person identified in Schedule 1 brings an invalidity action against the Patent or an action seeking a determination of non infringement with respect to the Patent subsequent to the Effective Date, TREBUCHET shall, in its sole discretion, undertake the defense of said action provided further that TREBUCHET is notified of the claim within twenty (20) business days of written notice to DSS. In the event that a validity proceeding is initiated by any Person not identified on Schedule 1 and /or a validity proceeding is brought in a European national state not listed in Schedule 9, TREBUCHET shall have the right but not the obligation to defend such proceedings and if elects to do so, it shall pay the expenses associated therewith.
Future Claims. In the event that (a) there is a claim or demand made against Licensor or Licensee with respect to any licensed Xxxx, or (b) there is a determination in any court of competent jurisdiction or by any other governing authority that the right to use a licensed Xxxx is unenforceable, or (c) Licensor reasonably believes that it may be unable to obtain or maintain the right to use a licensed Xxxx in a jurisdiction, or (d) Licensor reasonably believes that the use of a licensed Xxxx in a jurisdiction could subject Licensor or Licensee to a claim for infringement or any other liability, Licensor may notify Licensee in writing that it is terminating or modifying the Licensee’s right to use the relevant Xxxx in such jurisdiction. In the event of such a notice of termination or modification, Licensee shall be permitted a reasonable period of time, not to exceed thirty (30) days, to comply with such notice. Licensee shall be solely responsible and liable for any claim, demand, penalty or damages arising from its continued use of any Xxxx after this period of time.
