Indemnification and Related Matters. Section 8.01
Indemnification and Related Matters. 27 7.1 SURVIVAL; ABSENCE OF OTHER REPRESENTATIONS...........................................................27 7.2 INDEMNIFICATION......................................................................................27 7.3
Indemnification and Related Matters. (a) Except as otherwise required by law, none of the General Partner, the Investment Manager, or any of their respective Affiliated Persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an "Indemnified Person" and, collectively, the "Indemnified Persons") shall be liable, responsible or accountable in damages or otherwise to the Company, any Partner or any other Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person's capacity as a Partner, if applicable) in connection with the establishment, management or operations of the Company or the management of its Assets except that the foregoing exculpation shall not extend to any act or failure to act constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the Indemnified Person's duty to the Company or such Partner, as the case may be (such conduct, "Disabling Conduct").
Indemnification and Related Matters. Section 9.1. Survival 45 Section 9.2. Indemnification. 45 Section 9.3. Certain Tax Matters. 49 Section 9.4. Tax Indemnification 49 Section 9.5. Treatment of Indemnity Payments 50 Section 9.6. Cooperation 50 Section 9.7. Bulk Sales Laws 50 Section 9.8. Section 338(g) Election 50 ARTICLE X — ADDITIONAL AGREEMENTS Section 10.1. Press Releases and Announcements 50 Section 10.2. Specific Performance 50 Section 10.3. Expenses 50 Section 10.4. No Solicitation by the Seller Parent; Etc. 51 Section 10.5. Noncompetition, Nonsolicitation, and Confidentiality 53 Section 10.6. Transition Services Agreements 54 Section 10.7. Transition Services Agreement 55 Section 10.8. Financial Statements 55 Section 10.9. Nasdaq National Stock Market 55 Section 10.10. Certain Filings; Reasonable Efforts. 55 Section 10.11. Additions to and Modification of Disclosure Schedule 56 Section 10.12. Access to Employees 56 ARTICLE XI — MISCELLANEOUS Section 11.1. Amendment and Waiver 57 Section 11.2. Notices 57 Section 11.3. Binding Agreement; Assignment 58 Section 11.4. Severability 58 Section 11.5. Rules of Construction. 58 Section 11.6. Entire Agreement 59 Section 11.7. Counterparts 59 Section 11.8. Governing Law; Jurisdiction 59 Section 11.9. Parties in Interest 60 Section 11.10. Descriptive Headings 60 Section 11.11. Incorporation of Exhibits and Schedules 60 INDEX OF EXHIBITS Exhibit A – Form on Escrow Agreement A-1 Exhibit B – Xxxx of Sale and Assumption Agreement B-1 Exhibit C – Form of Opinion of Xxxxxx Xxxxxx C-1 Exhibit D – Form of Opinion of Xxxxxxxxx Xxxxx D-1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of March 13, 2005, is made by and between Powerwave Technologies Inc., a Delaware corporation (“Purchaser Parent”) and any direct or indirect subsidiary of Purchaser Parent to which Purchaser Parent may assign, in whole or in part, its rights and obligations hereunder pursuant to Section 11.3 below (each, a “Purchaser Subsidiary” and, together with the Purchaser Parent, the “Purchasers”), on the one hand, and REMEC, Inc., a California corporation (the “Seller Parent”). Certain capitalized terms used herein are defined in Article I below.
Indemnification and Related Matters. 34 10.1 Survival; Absence of Other Representations................... 34 10.2 Indemnification.............................................. 34 10.3
Indemnification and Related Matters. 9.1 Survival. Subject to Section 9.2(c), all representations, warranties, covenants and agreements set forth in this Agreement or in any writing delivered in connection with this Agreement will survive the Closing Date and the consummation of the transactions contemplated hereby and will not be affected by any examination made for or on behalf of the Purchaser or Dutch Gold, the Knowledge of any of its officers, directors, stockholders, employees or agents, or the acceptance of any certificate or other writing.
Indemnification and Related Matters. 42 9.1. By the Company........................................................................ 42 9.2. By the Purchaser...................................................................... 43 9.3. Survival of Representations, Warranties and Covenants; Limitation on Indemnification.. 43
Indemnification and Related Matters. 31 Section 9.1 Indemnification by Parent..........................................31 Section 9.2 Survival...........................................................32 Section 9.3
Indemnification and Related Matters. (a) ADNAS agrees to indemnify GP, any controlling person of GP and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, an "Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, this Letter Agreement or the Engagement, including but not limited to reimbursement for all GP fees, costs, attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any Indemnified Party. XXXXX further agrees to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Letter Agreement or GP's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. XXXXX also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to ADNAS or any person asserting claims on behalf of or in right of ADNAS, directly or indirectly, arising out of, or relating to, this Letter Agreement or GP's services thereunder, unless it is finally judicially determined that such liability resulted from the gross negligence or willful misconduct of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable for any consequential, indirect, incidental or special damages of any nature. In no event shall the Indemnified Parties' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Letter Agreement exceed the advisory fees received by GP during the months that any such liability of the Indemnified Parties arose. In the event that an indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against ADNAS or any affiliate of ADNAS in which such Indemni...
Indemnification and Related Matters. 48 9.1 Indemnification.................................................48 9.2 Determination of Damages and Related Matters....................55 9.3
