Celanese. In the event that the RFC fails to agree to terminate a particular Active Project, during the period that Celanese is paying Field Minimum Funding for the applicable Active Field, Celanese has the right to terminate any Active Project within such Active Field. In any such event, promptly following Celanese's notice that it intends to terminate a particular Active Project, the RFC for the applicable Active Field shall rebudget all remaining Active Projects within the Active Field. Symyx shall use reasonable efforts to cease research with respect to such Active Project as soon as practicable.
Celanese. Celanese agrees to indemnify, defend and hold Symyx and its Affiliates and their directors, officers, employees, agents and their respective successors, heirs and assigns (the "Symyx Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with third party claims, suits, actions, demands or judgments, including without limitation, personal injury, product liability, patent infringement and trade secret misappropriation matters, suits, actions or demands relating to (i) any Agreement Compounds or Products developed, manufactured, used, sold or otherwise distributed by or on behalf of Celanese, its Affiliates, Sublicensees or other designees (including, without limitation, product liability and patent infringement claims), (ii) Celanese's performance of the Research Program, (iii) any inconsistency or dispute regarding the allocation of rights and licenses under this Agreement and/or the CA1 between Celanese and AR&T (or the successors or assigns of either of them), and (iv) any breach by Celanese of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Symyx, or the gross negligence or intentional misconduct of Symyx.
Celanese. Celanese represents and warrants on its own behalf and on behalf of its Affiliates that: (i) it has the authority and right to enter into this Agreement and to perform all of Celanese's obligations hereunder; and (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms.
Celanese. AG will not exercise its voting rights as limited partner of the limited partnerships set forth in Appendix 1 without the prior written approval of Hoechst AG in a way that, by amendments or changes of the respective partnership agreement or its annexes, the obligations of the limited partners regarding additional cash contributions are restricted or set aside directly or indirectly. Celanese AG is obliged to procure the transfer of the respective obligation arising out of the preceding sentence to third parties, if it transfers, in part or in whole, its limited partnership interest in the, or one of the, aforementioned limited partnerships. At the same time, a corresponding obligation of the third party for the benefit of Hoechst AG vis-a-vis each successor acquirer of the partnership interests shall be procured.
