Indemnification and Related Matters. Section 8.01
Indemnification and Related Matters. 36 8.1 Survival...........................................................36 8.2 Indemnification....................................................37
Indemnification and Related Matters. (a) Except as otherwise required by law, none of 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 Member 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 Member, 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 Member, 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. 9.1 Indemnification by MPGN, Hettinger and the Stockholdxxx. XXXX, Hettinger and the Stockholdxxx xxxxx jointly and severally indemnify and hold harmless Purchaser and its Affiliates, Subsidiaries, officers, directors, employees and agents thereof (the "Purchaser Indemnified Parties"), and shall reimburse Purchaser Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) or diminution of value (collectively, "Damages"), arising from or in connection with (a) any inaccuracy in any of the representations and warranties of MPGN, Hettinger or a Stockholder xx xxxx Xgreement or in any certificate delivered by MPGN, Hettinger or a Stockholder xxxxxxxx to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by MPGN, Hettinger or a Stockholder xx xxxxxxm or comply with any agreement in this Agreement, (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with MPGN, Hettinger or a Stockholder (xx xxx Xerson acting on his or its behalf) in connection with any of the Contemplated Transactions, except for any claim for fees arising out of the letter agreement between Kaufman Bros., L.P. and Mulxxxxxxxr Games Network, Inc. dated July 24, 1998 or (d) Taxes attributable to any transaction or event occurring on or prior to the Closing (including Taxes attributable to the Contemplated Transactions) to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Recent Balance Sheet.
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. 9.1 Indemnification.................................................... 9.2 Determination of Damages and Related Matters....................... 9.3
