Company Claims. In consideration for the Employee’s commitment to the various arrangements described herein, the Company, for itself and on behalf of each Company Released Party, releases and discharges the Employee and his heirs, executors, administrators, successors and assigns from any and all claims and causes of action (except for the commitments set forth in this Agreement and the obligations under the Employment Agreement which by their nature may require either partial or total performance after the expiration of the Employment Agreement (including, without limitation, those under Sections 9, 10, 11 and 26 of the Employment Agreement)) arising out of or related to the Employee’s service or separation from service (including, but not limited to, the Employee’s service as an employee, officer, director and/or manager of the Company or any subsidiaries or affiliates of the Company) or the Employee’s role as a shareholder of the Company or any subsidiaries or affiliates of the Company, including, but not limited to, any claims relating to the General Claims, that any Company Released Party now has, ever had or may hereafter have, whether known or unknown, suspected or unsuspected, up to and including the date of this Agreement (collectively, Exhibit A “Company Claims”). The release of Company Claims made by Company Released Parties does not apply to Company Claims that arise after the date this Agreement is executed.
Company Claims. To the fullest extent permitted by law, and subject to the provisions of this Agreement, the Company represents, affirms, agrees and covenants that (i) it has not filed or caused to be filed on its behalf any claim for relief against any Iliad Releasee, and, to the best of its knowledge and belief, no outstanding claims for relief have been filed or asserted against any Iliad Releasee on its behalf; (ii) the Company has not reported any purported improper, unethical or illegal conduct or activities to any regulatory agency having jurisdiction over the activities of Iliad or any of its Affiliates; and (iii) it will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against any Iliad Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the Effective Date except as required by law.
Company Claims. The Purchaser shall indemnify and hold harmless Company against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (a) any material breach or violation by the Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein; or (b) any material breach of any of the representations or warranties made in this Agreement by the Purchaser.
Company Claims. (a) Seller shall indemnify and hold harmless the Company, Parent, their respective successors and assigns, and each of their officers, directors, managers and employees (collectively the “Company Indemnitee”) against, and in respect of, any and all damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out of pocket expenses, reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder) (collectively, “Company Losses”) resulting after the Closing Date from (i) any failure by the Seller to fulfill any obligation set forth herein that it is required to perform, (ii) any breach (which shall be determined in accordance with the last sentence of Section 10.6 hereof) of any of the representations and warranties set forth in this Agreement, (iii) any Retained Liabilities or (iv) any actual or alleged violation by Seller prior to the Closing of any federal, state or local laws affecting or regulating the delivery, billing or payment for health care services, including, without limitation, 00 X.X.X. §0000x-0x, 00 X.X.X. §0000xx or 31 U.S.C. §3729-3733 (or other federal or state laws related to false claims) and the regulations promulgated under such laws, regardless of whether any such matter (A) represents a failure of any representation or warranty contained in this Agreement to be true and correct when made or deemed made or (B) represents a breach of any warranty, covenant or agreement of Seller contained in this Agreement or (C) was disclosed to Company or Parent in this Agreement or otherwise (collectively items (i), (ii), (iii) and (iv) are hereinafter referred to as the “Company Claims”).
Company Claims. In the event that the Company alleges that you breached any of your covenants contained in Sections 9, 10 and/or 12 hereof, the Company agrees that it shall not offset or suspend any of its severance obligations pursuant to Section 7 hereof or its obligations to make payments pursuant to Section 8 hereof, but instead shall be required to maintain a separate action for damages relating to any such alleged breach.
Company Claims. From and after the Closing, neither Sellers nor, to the Knowledge of Sellers, any of their Affiliates shall have any Claim against or owe any amount to, or be owed any amounts from, the Company or any of its subsidiaries other than (a) intercompany payables arising under the Management Services Agreement, dated March 7, 1997, as amended, between the Company and Exxxxxx, or (b) as reflected in the Company Financial Statements or (c) Claims of Affiliates of Sellers arising solely in their capacity as employees of the Company of any of its subsidiaries, and Sellers hereby waive and release all Claims of Sellers against the Company and its subsidiaries (other than those described in clauses (a) and (b) of this Section 4.13).
Company Claims. The Company has not sold, assigned or otherwise conveyed any claims the Company may have against any Person, including any claim with respect to warrants issued by At Home Corporation to Affiliates of Parent.
Company Claims. There are no claims threatened or against or affecting the Company nor are there any actions, suits, judgments, proceedings or investigations pending, threatened against or affecting the Company, at law or in equity, before or by any court, administrative agency, other tribunal or any governmental authority having jurisdiction.
Company Claims. The Company represents and warrants that it has not sold, assigned or otherwise conveyed any claims the Company may have with respect to warrants issued by @Home to Affiliates of TCI Xxxxxxx and agrees that, upon the Merger, any such claims shall be terminated, released and waived.
Company Claims. (a) The Company shall indemnify RN Parent and its Affiliates, MTVN Parent and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (each, an “Indemnified Party”) against, and hold them free and harmless from, any and all Losses arising from or relating to (i) any failure by the Company to perform or fulfill any of its covenants or agreements contained in this Agreement, including without limitation with respect to any of the MTVN Contributions, RN Contributions or RN Included Liabilities, (ii) the Rhapsody Service, or (iii) those claims set forth on Schedule 7, in each case, arising prior to, on or after the date hereof (each, a “Company Indemnified Claim”); provided, that the Company shall not be required to indemnify an Indemnified Party against any claim arising out of the fraud, gross negligence or willful misconduct of the Indemnified Party and; provided further, that any Losses arising solely out of or relating to any breach of Section 3.01(e) hereof shall not be deemed Company Indemnified Claims. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company will make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Claims which is permissible under applicable law. The rights of any Indemnified Party to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary under Law.
