Common use of Acquisition Agreements Clause in Contracts

Acquisition Agreements. To the extent that any of the acquisition agreements set forth on Schedule 6.16 (the "Acquisition Agreements") are not assignable without the consent of another party, such consent is not obtained and there is hereafter discovered any event or occurrence for which Purchaser would have been entitled to indemnification if such Acquisition Agreement had been assigned to Purchaser (an "Indemnification Claim"), Seller shall, upon receipt of written notice from Purchaser, pursue such Indemnification Claim on Purchaser's behalf. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any Indemnification Claim. Seller shall make available to Purchaser, its counsel and other representatives, all information and documents available to it which relate to such Indemnification Claim. Seller shall also render to Purchaser such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of such Indemnification Claim. Upon receipt of any recoveries (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such Indemnification Claim, Seller shall promptly deliver to Purchaser such recoveries upon receipt thereof. Seller shall remit and turn-over to Purchaser any recovery in any such claim and such recovery shall be deemed to be an Acquired Asset.

Appears in 3 contracts

Samples: Asset Sale Agreement (Williams Communications Group Inc), Asset Sale Agreement (Ibeam Broadcasting Corp), Asset Sale Agreement (Williams Communications Group Inc)

AutoNDA by SimpleDocs

Acquisition Agreements. To the extent that any of the acquisition agreements set forth on the attached Schedule 6.16 2.1(k) (the "Acquisition Agreements") are not assignable without the consent of another party, such consent is not obtained and there is hereafter discovered any event or occurrence for which Purchaser would have been entitled to indemnification if such Acquisition Agreement had been assigned to Purchaser (an "Indemnification Claim"), Seller Sellers shall, upon receipt of written notice from Purchaser, pursue such Indemnification Claim on Purchaser's behalfbehalf at Purchaser's sole reasonable expense. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any Indemnification ClaimClaim and shall reimburse Sellers for all reasonable costs and expenses relating thereto promptly upon presentation by Sellers of invoices or other documentation evidencing such amounts to be reimbursed. Seller Sellers shall make available to Purchaser, at Purchaser's reasonable expense, its counsel and other representatives, all information and documents available to it which them that relate to such Indemnification Claim. Seller Sellers shall also render to Purchaser Purchaser, at Purchaser's reasonable expense, such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of such Indemnification Claim. Upon receipt of Sellers shall promptly remit and turn over to Purchaser any recoveries recovery (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such Indemnification Claim, Seller shall promptly deliver to Purchaser such recoveries upon receipt thereof. Seller shall remit and turn-over to Purchaser any recovery in any such claim Claim and such recovery shall be deemed to be an Acquired a Purchased Asset.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Blue Steel Capital Corp), Asset Purchase Agreement (Republic Technologies International Holdings LLC)

AutoNDA by SimpleDocs

Acquisition Agreements. To the extent that any of the acquisition agreements set forth on the attached Schedule 6.16 2.1(k) (the "Acquisition Agreements") are not assignable without the consent of another party, such consent is not obtained and there is hereafter discovered any event or occurrence occurrence. for which Purchaser would have been entitled to indemnification if such Acquisition Agreement had been assigned to Purchaser (an "Indemnification Claim"), Seller Sellers shall, upon receipt of written notice from Purchaser, pursue such Indemnification Claim on Purchaser's behalfbehalf at Purchaser's sole reasonable expense. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any Indemnification ClaimClaim and shall reimburse Sellers for all reasonable costs and expenses relating thereto promptly upon presentation by Sellers of invoices or other documentation evidencing such amounts to be reimbursed. Seller Sellers shall make available to Purchaser, at Purchaser's reasonable expense, its counsel and other representatives, all information and documents available to it which them that relate to such Indemnification Claim. Seller Sellers shall also render to Purchaser Purchaser, at Purchaser's reasonable expense, such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of such Indemnification Claim. Upon receipt of Sellers shall promptly remit and turn over to Purchaser any recoveries recovery (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such Indemnification Claim, Seller shall promptly deliver to Purchaser such recoveries upon receipt thereof. Seller shall remit and turn-over to Purchaser any recovery in any such claim Claim and such recovery shall be deemed to be an Acquired a Purchased Asset.

Appears in 1 contract

Samples: Asset Purchase Agreement (PAV Republic, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.