Agent Claims definition

Agent Claims shall have the meaning ascribed thereto in Section 2.2(a) of this Agreement.
View Source
Agent Claims means all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or impleader) an Agent or any such Agent Indemnified Party, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (i) the acts or omissions of MatrixOne or the Representative under this Agreement, (ii) the appointment of any Agent as payment, exchange and escrow agent under this Agreement or (iii) the performance by any Agent of its powers and duties under this Agreement; provided that, Agent Claims shall not include claims that arise out of, result from, relate to or are based upon an action or omission of the Agent which constitutes gross negligence or willful misconduct. For the purposes hereof, the term “Agent Losses” shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to reasonable attorneys’, accountants’ and other professionals’ fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Agent Claims. Upon the written request of any Agent or any such Agent Indemnified Party, MatrixOne agrees to assume the investigation and defense of any Agent Claim, including the employment of counsel acceptable to the applicable Agent Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Agent Indemnified Party shall have the right, and MatrixOne agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Agent Claim and participate in the investigation and defense thereof in the event that such Agent Indemnified Party shall have been advised by counsel that there exists a conflict of interest between such Agent Indemnified Party and MatrixOne. MatrixOne hereby agrees that the indemnifications and protections afforded the Agents in this section shall survive the termination of this Agreement.
View Source
Agent Claims means the Agency Fee, reimbursements for reasonable costs and expenses reasonably incurred, indemnifications and other amounts of any kind or nature owing to Collateral Agent in its capacity as such under this Agreement and/or the Agreed Orders.
View Source

Examples of Agent Claims in a sentence

  • The Security Agent may effect such a release as soon as it has received confirmation from the Facility Agent that all Finance Party Claims and Security Agent Claims have been repaid in full and there is no possibility of any Finance Party Claims and Security Agent Claims coming or re-entering into existence.

  • Notwithstanding the foregoing, and except as provided in Section 6, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed, as applicable) in equal shares by the members of the Founder Group on the one hand and the Investor on the other hand.

  • The Escrow Agent hereby waives any and all rights to offset that it may have against the Escrowed Property and Interest, if any, including, without limitation, claims arising as a result of any claims, amounts, liabilities, costs, expenses or other losses ("Claims") that the Escrow Agent may be otherwise entitled to collect from any party to this Agreement, other than Escrow Agent Claims arising under this Agreement.

  • The Escrow Agent hereby waives any and all rights to setoff that it may have against the Escrowed Property including, without limitation, claims arising as a result of any claims, amounts, liabilities, costs, expenses, indemnified costs, or other losses (collectively "Escrow Agent Claims") that the Escrow Agent may be otherwise entitled to collect from any Party to this Agreement, other than Escrow Agent Claims arising under this Agreement.

  • For the purposes hereof, the term "Agent Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to reasonable attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Agent Claims.

  • As between the Escrow Parties, any Agent Claims payable hereunder shall be paid one-half by Parent, on the one hand, and one-half by the Stockholder Representative, on the other hand.

  • Any Agent Claims payable hereunder shall be paid in equal shares by the Purchasers, on the one hand, and the Company, on the other hand.

  • The Escrow Agent hereby waives any and all rights to offset that it may have against the Escrow Amount including, without limitation, claims arising as a result of any claims, amounts, liabilities, costs, expenses or other losses (collectively “Escrow Agent Claims”) that the Escrow Agent may be otherwise entitled to collect from any Party to this Agreement, other than Escrow Agent Claims arising under this Agreement.

  • This waiver extends to all such Claims, including Claims that involve Persons other than any Grantor and the Collateral Agent; Claims that arise out of or are in any way connected to the relationship between each Grantor and the Collateral Agent; and any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement.

  • Merchant and Agent agree that, subject to the terms of this Agreement, Merchant shall bear all responsibility for liability claims of customers, employees, and other persons arising from events occurring at the Stores during and after the Sale Term, except for any Agent Claims.