Waiver of Indemnification. Notwithstanding anything to the contrary contained in this Section 12.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without NRG’s consent if the Tax Indemnitee:
Waiver of Indemnification. Notwithstanding anything to the contrary contained in this Section 9.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to (and the Facility Lessee shall not be permitted to contest) a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without the Facility Lessee's consent if the Tax Indemnitee:
Waiver of Indemnification. Notwithstanding anything to the contrary contained in this SECTION 10.2, the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without Xxxxx City's consent if the Tax Indemnitee:
Waiver of Indemnification. A Party with a right to indemnification ------------------------- under this Agreement with respect to any Tax liability that does not have the primary responsibility to handle, settle, or contest any Tax Controversy under the provisions of this Section VI may waive the right to such indemnification and assume the primary responsibility (at its expense) to handle, settle, or contest that portion of the Tax Controversy for which such Party has primary liability for the Tax liability.
Waiver of Indemnification. Licensor shall NOT indemnify, defend or hold Licensee harmless from and against any loss, cost, damage, liability, or expense (including reasonable legal fees) suffered or incurred by Licensee in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Licensed Products. Licensee shall not be held responsible for unauthorized use of the firmware (executable code distributed in modules or for field upgrades) through illegal copying or by other means circumventing the code protection by third parties.
Waiver of Indemnification. The Company shall have received from Xxxxxx Xxxxxxxx and any other person who may be entitled to indemnification from the Company with respect to the SEC Litigation (as defined above), an agreement waiving any right to receive any such indemnification after the Closing, including costs of defense, to the fullest extent permitted under applicable law, which agreement shall provide, among other things, that any amounts to be paid by or on behalf of Xx. Xxxxxxxx pursuant to the Consent and Final Judgment entered into in the SEC Litigation shall not be paid or reimbursed by the Company.
Waiver of Indemnification. Mr. Leuthe hereby waives any xxxxxx xx may have under the articles of incorporation or bylaws of FLC, the certificate of incorporation or bylaws of Patriot, the articles of incorporation or bylaws of the Holding Company, the Agreement, the laws of the State of Delaware, the laws of the Commonwealth of Pennsylvania or any federal law to any indemnification against any action, claim or liability arising out of, or as a result of his position as an officer or director of FLC other than indemnification against any action, claim or liability arising solely out of the approval of the Agreement and the completion of the transactions contemplated thereby with respect to which Mr. Leuthe shall be entitled xx xxxxxxification as, and to the same extent as, set forth in the Agreement. Mr. Leuthe also hereby waivex xxx xxxxt to advancement of expenses or any right to common law contribution with respect to any action, claim or liability as to which he has waived indemnification. 7.
Waiver of Indemnification. In the event that any Indemnified Party expressly waives in writing its right to indemnification hereunder, the Indemnifying Party shall not be entitled to appoint counsel to represent such Indemnified Party nor shall the Indemnifying Party reimburse such Indemnified Party for any costs of counsel to such Indemnified Party.
Waiver of Indemnification. Notwithstanding anything to the contrary contained in this Section 10.2, the Tax Indemnitee at any time may ------------ elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without SEMA's consent if the Tax Indemnitee:
Waiver of Indemnification. Xxxxxxxxxx Trust agrees not to seek indemnification or reimbursement from any company that sponsored an ESOP for any part of the settlement payment described in paragraph 1.
