LITIGATION; INDEMNITY. (A) The Custodian or any of its agents, as the case may be, may (but without being under any duty or obligation to) institute or defend legal proceedings, or take any other action arising out of or in connection with the Property and the Client shall indemnify the Custodian or agent against any costs and expenses, including without limitation any reasonable attorneys' fees and disbursements, arising from such proceedings or other action.
LITIGATION; INDEMNITY. (A) The Custodian or any of its agents, as the case may be, may (but without being under any duty or obligation to) institute or defend legal proceedings, or take any other action arising out of or in connection with the Property and the Client shall indemnify the Custodian or agent against any costs and expenses, including without limitation any reasonable attorneys' fees and disbursements, arising from such proceedings or other action and make available to the Custodian such security in respect of such costs and expenses as the Custodian or agent in its absolute discretion deems necessary or appropriate.
LITIGATION; INDEMNITY. (A) The Custodian or any of its agents, as the case may be, may (but without being under any duty or obligation to) institute or defend legal proceedings, or take any other action arising out of or in connection with the Property and the Client shall indemnify the Custodian or agent against any costs and expenses, including without limitation any reasonable attorneys' fees and disbursements, arising from such proceedings or other action and make available to the Custodian such security in respect of such costs and expenses as the Custodian or agent in its absolute discretion deems necessary or appropriate, provided that the Custodian shall not be entitled to be indemnified or reimbursed of costs in connection with losses resulting from the Custodian's failure or Subcustodian's failure to exercise the standard of care required by Section 14 (A) hereof.
LITIGATION; INDEMNITY. (A) The Custodian or any of its agents, as the case may be, may (but without being under any duty or obligation to), with prior Client consent to the extent reasonably practicable, institute or defend legal proceedings, or take any other action arising out of or in connection with the Property and the Client shall indemnify the Custodian or agent against any costs and expenses, including without limitation any reasonable attorneys' fees and disbursements, arising from such proceedings or other action and make available to the Custodian such security in respect of such costs and expenses as the Custodian or agent in its absolute discretion deems necessary or appropriate. The Custodian shall as soon as practicable notifiy the Client of such legal proceedings or other similar actions arising out of or in connection with the Property.
LITIGATION; INDEMNITY. IDT hereby agrees to indemnify PT-1 for PT-1's liability relating to the items of litigation listed on Schedule A hereto (the "Litigation Matters"); PROVIDED that (a) such liability is adjudicated pursuant to final, irrevocable and unappealable judgment or fixed by binding settlement agreement, and PT-1's claim for indemnity is made, within 120 days following the Closing Date hereof and (b) the amount of IDT's aggregate liability for indemnity under this Section 6 shall not exceed, with respect to each such item of litigation, the "Cap Amount" set forth below opposite the title of such litigation: Litigation Title Cap Amount --------------------------------------------------------------- ------------------ Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx x. Xxxxx $1,000,000 Tawfik and PT-1 Communications, Inc. To the extent that the liability for any of the Litigation Matters is finally adjudicated or fixed by binding settlement agreement within such 120-day period and the amount of IDT's indemnity liability owing hereunder is less than the Cap Amount described above (the difference between the Cap Amount and IDT's indemnity liability with respect to a Litigation Matter, the "Indemnitee Balance"), IDT shall (in addition to such liability) pay to PT-1 in cash within 10 business days following request of PT-1, the amount equal to 50% of such Indemnitee Balance. In the event that, with respect to any such Litigation Matter, PT-1 does not satisfy the conditions to payment by IDT of its indemnity hereunder (i.e., the liability is not fixed within 120 days), then IDT shall, at PT-1's direction, pay to creditors of PT-1 the amount equal to 70% of the Cap Amount with respect to each such unresolved Litigation Matter in respect of amounts owing to such creditors and IDT's indemnity obligations with respect to such Litigation Matter shall terminate. For the avoidance of doubt, it is understood and agreed that (x) IDT shall not be liable to indemnify PT-1 for any of its costs and expenses relating to any such Litigation Matter or to pay any amounts with respect thereto in excess of the Cap Amount with respect to any Litigation Matter and (y) any unutilized portion of the Cap Amount with respect to any Litigation Matter may not be carried over and utilized with respect to another Litigation Matter.
LITIGATION; INDEMNITY. Seller shall indemnify, save and hold harmless Purchaser from and against any and all costs, losses, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses, including without limitation attorney's fees and all amounts paid in investigation, defense or settlement of any of the foregoing, incurred in connection with, arising out of, or resulting from any litigation against Seller, including without limitation, any shareholder litigation arising as a result of the transactions contemplated by this Agreement, but excluding any such item arising out of Purchaser's negligent or wrongful action or inaction. The provisions of this Section 12.5 shall survive termination of this Agreement or consummation of the transactions contemplated hereby.
LITIGATION; INDEMNITY. AWI shall defend, indemnify and -------------------- hold harmless the Company Indemnitees (as defined in Section 8.5(a)) from and against any and all Loss (as defined in Section 7.10) in excess of $300,000 up to a maximum amount of $7,500,000 arising out of or relating to the dispute (including, without limitation, any actual or threatened litigation) with Sucesores de X. Xxxxx & Co. Inc. disclosed in Schedule 3.12 and any related dispute with International Purchasing and Trading Corp. or any third party. AWI shall have the right to control (in consultation with the Company) the disputes referred to in this Section 5.11; provided that, AWI may not compromise or ------------- settle any such dispute without the prior written consent of the Company, such consent not to be unreasonably withheld.
LITIGATION; INDEMNITY. In the event that the Company sustains litigation judgments or settlement costs (collectively, "Litigation Losses") arising from its pending disputes with Xxxxx Xxxxxx and Unique Sports Generation, Inc. (the "Disputes"), the Sellers shall reimburse the Company on demand for any Litigation Losses in the range between $100,000 and $300,000, provided that the Sellers shall not be responsible for reimbursing the Company for any Litigation Losses resulting from any settlement of Disputes to which they have not consented. The Sellers shall be entitled to participate in any settlement negotiations in connection with the Disputes and shall not unreasonably without or delay their consent to any settlement to a Dispute recommended by the Board.
LITIGATION; INDEMNITY. The Vendors shall severally (on the basis provided for in Clause 3.3(d)) indemnify the Purchaser in full for and against any claims, costs, damages, expenses, losses or liabilities whatsoever and howsoever arising incurred or suffered by any member of the Purchaser’s Group or any Group Company including reasonable costs properly incurred by any member of the Purchaser’s Group or any Group Company, in connection with any Unknown Claims provided that the provisions of Clauses 3.3.(c) and 3.4(d) shall apply mutatis mutandis to the provisions of this Clause 3.18 as if the references therein to “Warranty Claim”, “Claim” or “Claims” refer to a claim pursuant to this Clause 3.18.
LITIGATION; INDEMNITY. If either party becomes a party to any litigation concerning this Lease or the Premises by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party that becomes a party to that litigation or any act or omission of its authorized representatives, the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorney's fees and court costs incurred by it in the litigation; provided, however, that in any litigation between the parties to this Lease, each shall bear its own costs and attorneys' fees.
