Certain Claims. If any Claim arises directly or indirectly out of or in connection with the Corporation's execution, delivery and performance of this Agreement or the Ancillary Agreements and is asserted against any Indemnitee, such Indemnitee shall promptly give the Corporation notice thereof in accordance with Section 7.2. The Corporation shall have the right to control negotiations toward resolution of such Claim without the necessity of litigation, and, if litigation ensues, to defend the same with counsel chosen by the Corporation and reasonably acceptable to the such Indemnitee, at the Corporation's expense with respect to the conduct of such defense, and such Indemnitee shall in such case extend reasonable cooperation in connection with such negotiation and defense and the Corporation shall keep such Indemnitee reasonably informed as to such case. If the Corporation fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, such Indemnitee shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Corporation shall be liable to such Indemnitee for its expenses reasonably incurred in connection therewith which the Corporation shall promptly pay. Neither party shall settle, compromise, or make any other disposition of any Claims, which would or might result in any liability to the Indemnitee or the Corporation, respectively, under this Section 7 without the written consent of the Indemnitee or the Corporation, respectively, which consent shall not be unreasonably withheld.
Certain Claims. Without limiting Parent’s obligations under any other provision of this Agreement (or under any other contractual obligation, or under the Certificate of Incorporation or By-laws of Parent), Parent shall (a) cooperate with the Investors in the defense or settlement of any claim, suit, litigation, arbitration or proceeding (“Claim”) against Parent and/or its directors that is brought or asserted by any third party (whether filed in the name of a shareholder of Parent or other third party or derivatively in the name of Parent) in which any of the Investors or any of their respective Affiliates is made a party (by subpoena or otherwise), challenging, or otherwise arising out of or relating to, this Agreement or the Xxxxx 0 Xxxxxxxx Xxxxxxxxx, and (b) reimburse the Investors for reasonable attorney’s fees and expenses incurred by the Investors or any of their respective Affiliates in connection with any Claim; provided that (i) each Investor, severally but not jointly, hereby agrees to cooperate reasonably with Parent in connection with the defense, or any proposed settlement of, any such Claim; (ii) unless in the reasonable judgment of the Investors there exists an actual or potential conflict of interest between Investors, this clause (b) shall apply only to one counsel (plus local counsel in each applicable jurisdiction) for all the Investors (it being understood that this clause (ii) shall not limit any rights a Person may otherwise have to indemnification or advancement of expenses from Parent); and (iii) this clause (b) shall not apply to any expenses incurred in connection with any Claim brought or asserted by any Person in such Person’s capacity as a limited partner or other investor in any investment fund controlled or managed by an Investor.
Certain Claims. As additional consideration for the issuance of Parent Common Stock pursuant to this Agreement, each of the Signing Shareholders hereby releases and forever discharges, effective as of the Closing Date, the Company and its directors, officers, employees and agents, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, and whether known or unknown arising out of or resulting from such Signing Shareholder’s (i) status as a holder of an equity interest in the Company; and (ii) employment, service, consulting or other similar agreement entered into with the Company prior to Closing to the extent that the basis for claims under any such agreement that survives the Closing arise prior to the Closing, provided, however, the foregoing shall not release any obligations of Parent or the Surviving Corporation set forth in this Agreement or the Escrow Agreement.
Certain Claims. Any of Seller's claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to Retained Liabilities.
Certain Claims. (a) Alexion and XOMA each agrees to indemnify and hold harmless the other Party and its Affiliates and their respective employees, agents, officers, directors and permitted assigns (such Party's "Indemnified Group") from and against any claims, judgments, expenses (including reasonable attorneys' fees), damages and awards (collectively a "Claim") arising out of or resulting from (i) its negligence or misconduct in regard to any Product and (ii) a breach of any of its representations or warranties hereunder, except to the extent that such Claim arises out of or results from the negligence or misconduct of a Party seeking to be indemnified and held harmless or the negligence or misconduct of a member of such Party's Indemnified Group. An indemnified Party shall promptly give notice to the indemnifying Party of any information from which it should reasonably conclude an incident has occurred that could give rise to a Claim, and in the event a Claim is made or a suit is brought, all indemnified parties shall assist the indemnifying Party and cooperate in the gathering of information with respect to the time, place, and circumstances and in obtaining the names and addresses of any injured parties and available witnesses. The failure to give the notice referred to in the preceding sentence shall not relieve a Party of its indemnification obligations, except to the extent such failure prejudices the ability of the indemnifying Party to defend against such claim. No indemnified Party shall, except at its own cost, voluntarily make any payment or incur any expense in connection with any such Claim or suit without the prior written consent of the indemnifying Party. Each indemnified Party shall permit the indemnifying Party to assume the defense and settlement of any Claim. The obligations set forth in this Section 14.1(a) shall survive the expiration or termination of this Agreement.
Certain Claims. As additional consideration for the issuance of the Total Merger Consideration pursuant to this Agreement, except as set forth in Schedule 6.9 hereto, Xxxxxxx hereby releases and forever discharges, effective as of the Closing Date, the Company and its directors, officers, employees and agents, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, and whether known or unknown arising out of or resulting from Xxxxxxx’x (i) status as a holder of an equity interest in the Company; and (ii) employment, service, consulting or other similar agreement entered into with the Company prior to Closing, to the extent that the bases for claims under any such agreement that survives the Closing arise prior to the Closing, provided, however, the foregoing shall not release any obligations of the Parent set forth in this Agreement.
Certain Claims. Borrower shall, to the extent authorized by the Constitution and laws of the State of Texas, defend and indemnify Lender and the State of Texas against claims of patent, trademark, copyright, trade secret or other proprietary rights, violations or infringements arising from or related to this Agreement, provided that Lender shall notify Borrower of any such claim within a reasonable time of Lender’s receiving notice of any such claim. Borrower shall pay all reasonable costs of Lender’s counsel. If Borrower is notified of any claim subject to this Section, Borrower shall notify Lender of such claim within five (5) working days of such notice. If Lender determines that a conflict exists between its interests and those of Borrower or if Lender is required by applicable law to select separate counsel, Lender shall be permitted to select separate counsel and the reasonable costs of such Lender’s counsel shall be paid by Borrower. No settlement of any such claim shall be made by Borrower without Lender’s prior written approval. Borrower represents that it has determined what licenses; patents and permits are required under this Agreement and has acquired or will acquire all such licenses, patents and permits prior to commencement of the Project.
Certain Claims. All rights to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly out of the Excluded Assets or the Excluded Liabilities. 2 8 (f)
Certain Claims. For the avoidance of doubt, the ACE Closing Price Adjustments contain accruals for various liabilities. To the extent any claim for indemnification under this Article XII relates to a claim for which an accrual has been made pursuant to the ACE Closing Price Adjustments, the amount of such accrual shall be taken into account to reduce the Losses of the Indemnified Parties in respect thereof and the Indemnifying Party shall have all right to defend such claims in accordance with section 12.4(b) notwithstanding such accruals.
Certain Claims. (a) At the Effective Time, each share of Company Common Stock that has been reserved in accordance with the Plan of Reorganization and Confirmation Order (the “Reserved Company Common Stock”) shall be converted into the Merger Consideration.
