Agreement to Contest Sample Clauses

Agreement to Contest. Except as set forth in Section 7(d) and provided the conditions set forth in Section 7(c) are satisfied, Management agrees to contest (or join in contesting) in good faith such claim or proposed action and agrees not to settle such claim without the written approval of KMI except pursuant to the indemnity waiver provisions of Section 7(h). The conduct of the contest shall be controlled by Management (or such other person as Management shall have designated, subject to KMI's right of involvement set forth in this Section 7).
Sample 1
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Agreement to Contest. Subject to Section 5(d) and provided the conditions set forth in Section 5(c) are satisfied, (i) Management agrees to contest (or join in contesting) in good faith such claim and agrees not to settle such claim without the written approval of Enbridge, (ii) subject to clause (iii) of this Section 5(b), the conduct of the contest shall be controlled by Management (or such other person as Management shall have designated, subject to Enbridge's right of involvement set forth in this Section 5) and (iii) Enbridge shall have the right, upon its election in writing to Management and at its sole expense, to control the contest of such claim (including the defense, prosecution, settlement or compromise thereof), and Management shall take such action in connection with contesting such claim as Enbridge shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney.
Sample 1
Agreement to Contest. Except as set forth in Section 5(d) and provided the conditions set forth in Section 5(c) are satisfied, LJM2 agrees to contest (or join in contesting) in good faith such claim or proposed action and agrees not to settle such claim without the written approval of Indemnitor. The conduct of the contest shall be controlled by LJM2 (or such other Person as LJM2 shall have designated), subject to Indemnitor=s right of involvement set forth in this Section 5.
Sample 1
Agreement to Contest. Provided the conditions set forth in Section 5(c) are satisfied, (i) Management agrees to contest (or join in contesting) in good faith such 8 <Page> claim and agrees not to settle such claim without the written approval of Enbridge, (ii) subject to clause (iii) of this Section 5(b), the conduct of the contest shall be controlled by Management (or such other person as Management shall have designated), subject to Enbridge's right of involvement set forth in this Section 5 and (iii) Enbridge shall have the right, upon its election in writing to Management and at its sole expense, to control the contest of such claim (including the defense, prosecution, settlement or compromise thereof), and Management shall take such action in connection with contesting such claim as Enbridge shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney. (c) CONDITIONS TO INDEMNIFIED PARTY'S OBLIGATION TO CONTEST AND NOT SETTLE. (1) Prior to taking any action to contest the claim described in Section 5(a), and again prior to any appeal of an adverse judicial decision, Enbridge shall have delivered to Management a written opinion of independent, nationally-recognized tax counsel selected by Enbridge (such counsel and form of opinion to be reasonably satisfactory to Management) to the effect that there is a Reasonable Basis for contesting such action or proposed action by the IRS or other taxing authority; (2) Enbridge shall have agreed to pay, on an After-Tax Basis as verified under Section 6, and shall be currently paying for Management, all reasonable out-of-pocket expenses (including reasonable attorneys fees of legal counsel reasonably selected by Management or Enbridge, as applicable) that Management shall incur in connection with contesting such action or proposed action; and (3) the amount of the indemnity that would be payable hereunder (which shall include prospective exposure in future tax years attributable to the position being challenged) shall exceed U.S. $5,000. (d)
Sample 1

Related to Agreement to Contest

  • Right to Contest Borrower, at its own expense, may contest by appropriate legal proceedings, conducted diligently and in good faith, the amount or validity of any Imposition other than Insurance premiums and Ground Rent (if applicable), if: (i) Borrower notifies Lender of the commencement or expected commencement of such proceedings, (ii) the Mortgaged Property is not in danger of being sold or forfeited, (iii) if Borrower has not already paid the Imposition, Borrower deposits with Lender reserves sufficient to pay the contested Imposition, if requested by Lender, and (iv) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested by Lender, which may include the delivery to Lender of reserves established by Borrower to pay the contested Imposition.

  • Right to Contest and Defend The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

  • Text to Control The headings of articles and sections are included solely for convenience of reference. If any conflict between any heading and the text of this Agreement exists, the text shall control.

  • Waiver of Right to Contest Liens (a) The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Collateral Agent and the ABL Secured Parties in respect of Receivables Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Collateral Agent or any ABL Secured Party under the ABL Documents with respect to the Common Collateral. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Common Collateral.

  • Parties to Contract Any contract of the character described in Sections 4.1 and 4.2 of this Article IV or in Article VII hereof may be entered into with any Person, although one or more of the Trustees, officers or employees of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was reasonable and fair and not inconsistent with the provisions of this Article IV or the By-Laws. The same Person may be the other party to contracts entered into pursuant to Sections 4.1 and 4.2 above or Article VII, and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Section 4.3.

  • Freedom to Contract The Executive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

  • Agreement to Cooperate Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

  • Indemnitee’s Right to Counsel Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

  • Failure to Contribute Pursuant to Section 00-00-000 of the Act, any contribution must be satisfied by the Member within sixty (60) days from the date of the call for capital. If a Member fails to make its required contributions to the Company, then the other Members may seek enforcement of the obligation to contribute capital. Any remedy under the Act may be pursued, including allowing the individual to become a Member without a transferable interest, provided there is unanimous consent from all Members who have satisfied their contribution obligations.

  • Agreement to Serve The Indemnitee agrees to serve and/or continue to serve as agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently serves as an agent of the Company, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as he tenders his resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.

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