By MVL Sample Clauses

By MVL. MVL shall indemnify, defend and hold harmless MRI, and its directors, officers, shareholders, employees, contractors, and agents from and against any and all liability (whether arising under a theory of contract, statute, strict liability or product liability), including damages, losses, demands, claims, actions, fees, costs, and out of pocket expenses (including defense costs and legal, accounting, and other expert witness, consulting and professional fees) from third party claims, in any way arising from, connected with or related to (a) MVL’s breach of this Agreement including any of its representations, warranties or covenants set forth in this Agreement; (b) any claim that MVL’s grant of the MVL Granted Rights hereunder or the MVL Granted Rights in any way infringes or violates any copyright, trademark, common law, literary, dramatic, personal or motion picture rights of any other party, and (c) MVL's exercise of the Rights including without limitation the production, distribution, marketing and other exploitation of Pictures but only to the extent such Losses do not arise out of a breach by MRI of its representations, warranties or covenants in this Agreement or would be covered by MRI's indemnification obligations set forth in subpart (b) of Section 17.1 or as further limited as set forth below in this Section 17.2. Any legal defense pursuant to the indemnification obligations under this Section 17.2 shall be conducted by MVL and performed by counsel selected by MVL and approved in writing by MRI, such approval not to be unreasonably withheld. MVL shall not without MRI’s prior written approval, accept any settlement, or enter a plea of guilt or nolo contendere, to any charge or claim that results in other than a monetary judgment against MRI, which monetary judgment shall not exceed MVL’s ability to pay and which shall be paid by MVL. MVL's indemnification obligations shall not extend to claims made against or arising out of the Minor Characters.
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Related to By MVL

  • By Purchaser Purchaser represents and warrants to Seller that:

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • Contributor’s Deliveries At the Closing, Contributor shall deliver the following to Acquirer in addition to all other items required to be delivered to Acquirer by Contributor:

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • By Both Parties Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

  • Receipt of Closing Deliveries The Company shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(a).

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

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