Claims by the Company Clause Samples
The "Claims by the Company" clause defines the company's right to make claims against another party, typically in the context of a contract or agreement. This clause outlines the circumstances under which the company may seek remedies, such as compensation or specific performance, if the other party breaches the agreement or fails to meet certain obligations. For example, it may specify the process for notifying the other party of a claim, the types of losses that can be claimed, and any time limits for bringing such claims. Its core practical function is to provide a clear mechanism for the company to address and resolve disputes or losses arising from the contract, thereby protecting its interests and ensuring accountability.
Claims by the Company. The Company shall indemnify every Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Person is or was a Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the Person in connection with the defense or settlement of the action or suit, if the Person acted in good faith and in a manner the Person reasonably believed to be in, or not opposed to, the best interests of the Company, provided that no indemnification shall be made in respect of any claim, issue or matter as to which the Person shall have been adjudged to be liable to the Company, unless, and only to the extent that, the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for those expenses as the court shall deem proper.
Claims by the Company. All claims for indemnification made --------------------- by the Company under this Agreement shall be asserted and resolved under the procedures set forth above in Sections 7.2.1 and 7.2.2. by substituting, as appropriate and along with necessary grammatical changes, "DC" for "Company" and "Company" for "DC."
Claims by the Company. If the Company is entitled to bring a claim or enforce any rights it may have against any Member or any Connected Party of a Member then:
10.1.1 that Member agrees to refrain from using voting rights (and the rights of Director(s) nominated by it) and other powers in relation to the Company to prevent or delay the bringing of the claim or enforcement of the rights by the Company and in particular its consent shall not be required (nor the consent of any Director nominated by it) to any such action by the Company;
10.1.2 the parties agree that the Company shall be entitled to and shall enforce its rights under such contract;
10.1.3 to that end the Members agree that any Directors appointed as Nominated Director by such Member shall have no part (whether through the exercise of voting rights at meetings of the Board or in relation to directors’ resolutions or otherwise) in the conduct of any proceedings taken by the Company for the purposes of such enforcement;
10.1.4 neither that Member nor its Nominated Director(s) shall have any right to see or take copies of documents belonging to the Company in relation to such claim or right of enforcement which in litigation (whether or not commenced) would be privileged;
10.1.5 the other Directors shall have full conduct of such proceedings; and
10.1.6 the other Directors shall constitute a quorum at any Board meeting convened for the purpose of considering such proceedings and/or shall constitute any necessary percentage for agreeing to a directors’ resolution.
Claims by the Company. The Company represents that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has no actual knowledge of (a) any basis for any claim by any Group Company against you arising from your actions as an employee, officer, or director of the Company or any Group Company prior to the date hereof, or (b) any plan by any Group Company to bring any such claim.
Claims by the Company. The Company has made no claim under any of the following:
(1) TCGA Section 279 (assets situated outside the United Kingdom); or
(2) TCGA Section 24 (assets of negligible value); or
(3) TCGA Section 280 (tax on chargeable gains payable by installments); or
(4) ICTA Sections 242 and 243 (surplus franked investment income); or
(5) ICTA Section 584 (unremittable income arising outside the United Kingdom).
Claims by the Company. The Company represents as of the date of this Release, that none of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ , ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ , nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ are currently aware of any claim that the Company, or any other Released Party, may have against Executive that arises out of or in any way relates to events, acts, conduct, or omissions occurring at any time up to and including the date of this Release, other than claims or rights arising under, or expressly preserved by, Separation Agreement.
Claims by the Company. If the Company is entitled to bring a claim or enforce any rights it may have against any Shareholder or any Connected Party of a Shareholder then:
11.1.1 that Shareholder agrees to refrain from using voting rights and other powers in relation to the Company to prevent or delay the bringing of the claim or enforcement of the rights by the Company and in particular its consent shall not be required to any such action by the Company;
11.1.2 the parties agree that the Company shall be entitled to and shall enforce its rights under such contract; and
11.1.3 that Shareholder shall have no right to see or take copies of documents belonging to the Company in relation to such claim or right of enforcement which in litigation (whether or not commenced) would be privileged.
Claims by the Company. (a) There are no matters relating to taxation in respect of which the Company (either alone or jointly with any other person) has made:
(i) any appeal (including, but not limited to, a further appeal against an assessment to taxation); and
(ii) any application for the postponement of taxation.
(b) The Company has made no claim under Sections 24, 279 or 280 of the TCGA or Section 584 of the TA.
Claims by the Company. Upon receipt by the Purchaser of a certificate signed by the Company (a “Company Certificate”) providing notice of any claim (a “Company Claim”) for Indemnifiable Damages and specifying in reasonable detail the date such Indemnifiable Damages were paid, incurred or otherwise arose, and the nature of the breach to which such Indemnifiable Damages are related, the Purchaser shall deliver to the Company as promptly as practicable, an amount equal to such Indemnifiable Damages as indemnity, unless, within thirty (30) days of the delivery of such Company Certificate, the Purchaser in good faith disputes the Company Claim set forth in such certificate, with the basis for such dispute set forth in writing in reasonable detail.
Claims by the Company. The Company has made no claim in the last six years under any of the following:-
14.20.1 Section 279 of the TCGA (foreign assets; delayed remittances);
14.20.2 Section 24 of the TCGA (assets of negligible value);
14.20.3 Section 280 of the TCGA (tax on chargeable gains payable by instalments);
14.20.4 Section 584 of the TA (unremittable income arising outside the United Kingdom) or Section 585 of the TA (relief from tax on delayed remittances);
14.20.5 Section 140 of the TCGA (postponement of charge on transfer of assets to non-resident company).